ARVIDA JMB PARTNERS L P II, 10-Q, 1997-11-13

ARVIDA JMB PARTNERS L P II
10-Q, 1997-11-13
OPERATORS OF NONRESIDENTIAL BUILDINGS

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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarter ended
September 30, 1997 Commission file number 0-19245

ARVIDA/JMB PARTNERS, L.P.-II
(Exact name of registrant as specified in its charter)

Delaware 58-1809884
(State of organization) (IRS Employer Identification No.)

900 N. Michigan Avenue., Chicago, IL 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312/440-4800

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 a shorter period that
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>

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements . . . . . . . . . . . . . . 3

Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . 15

PART II OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . 17

Item 3. Defaults Upon Senior Securities. . . . . . . . . 18

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 19

<PAGE>

<TABLE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARVIDA/JMB PARTNERS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 1997 AND DECEMBER 31, 1996

(UNAUDITED)

ASSETS
------

<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 124,670 181,623
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,166,783 955,077
Trade and other accounts receivable (net of allowance
for doubtful accounts of $49,597 at September 30, 1997
and $76,289 at December 31, 1996) . . . . . . . . . . . . . . . . . -- 103,650
Real estate inventories . . . . . . . . . . . . . . . . . . . . . . . 26,589 57,598
Property and equipment held for sale or disposition . . . . . . . . . -- 2,701,441
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . 197,512 850,528
------------ ------------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . $ 1,515,554 4,849,917
============ ============

<PAGE>

ARVIDA/JMB PARTNERS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' DEFICITS
----------------------------------

SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------

Liabilities:
Bank overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,082 10,222
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . 68,775 129,281
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,700 33,700
Accrued expenses and other liabilities . . . . . . . . . . . . . . . 26,271,539 30,605,394
Amounts due to affiliates, net . . . . . . . . . . . . . . . . . . . 7,610,144 7,621,046
Notes and mortgages payable (in default) . . . . . . . . . . . . . . 54,960,991 78,871,459
------------ ------------

Commitments and contingencies

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . 88,948,231 117,271,102
------------ ------------

Partners' deficits:
General Partner and Associate Limited Partner:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . 2,000 2,000
Cumulative net loss. . . . . . . . . . . . . . . . . . . . . . . . (6,840,807) (8,448,354)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . (246,771) (246,771)
------------ ------------
(7,085,578) (8,693,125)
------------ ------------
Limited partners:
Capital contributions, net of offering costs . . . . . . . . . . . 209,753,671 209,753,671
Cumulative net loss. . . . . . . . . . . . . . . . . . . . . . . . (280,879,596) (304,260,557)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . (9,221,174) (9,221,174)
------------ ------------
(80,347,099) (103,728,060)
------------ ------------
Total partners' deficits . . . . . . . . . . . . . . . . . . . (87,432,677) (112,421,185)
------------ ------------
Total liabilities and partners' deficits . . . . . . . . . . . $ 1,515,554 4,849,917
============ ============

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

<PAGE>

<TABLE>
ARVIDA/JMB PARTNERS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues:
Housing . . . . . . . . . . . . . . . . . . . $ -- -- -- 140,810
Homesites . . . . . . . . . . . . . . . . . . 25,000 -- 53,000 1,244,069
Land and property . . . . . . . . . . . . . . 5,100,000 225,000 36,315,000 20,285,819
Operating properties. . . . . . . . . . . . . 76,087 220,059 494,046 3,101,190
Brokerage and other operations. . . . . . . . -- 139,424 -- 701,052
----------- ---------- ---------- ----------
Total revenues. . . . . . . . . . . . 5,201,087 584,483 36,862,046 25,472,940

Cost of revenues:
Housing . . . . . . . . . . . . . . . . . . . -- 2,813 -- 336,186
Homesites . . . . . . . . . . . . . . . . . . 23,736 11,592 46,163 1,075,568
Land and property . . . . . . . . . . . . . . 2,786,956 -- 1,643,433 14,149,951
Operating properties. . . . . . . . . . . . . 199,053 315,477 430,027 2,874,037
Brokerage and other operations. . . . . . . . -- 46,471 -- 581,265
----------- ---------- ---------- ----------
Total cost of revenues. . . . . . . . 3,009,745 376,353 2,119,623 19,017,007

Gross operating profit. . . . . . . . . . . . . 2,191,342 208,130 34,742,423 6,455,933
Selling, general and administrative expenses. . (268,981) (225,242) (840,321) (1,565,204)
----------- ---------- ---------- ----------
Net operating income (loss) . . . . . 1,922,361 (17,112) 33,902,102 4,890,729

Interest income . . . . . . . . . . . . . . . . 1,575 -- 13,051 15,433
Interest and real estate taxes. . . . . . . . . (1,677,100) (4,212,747) (8,926,645) (13,985,777)
----------- ---------- ---------- ----------
Net income (loss) before
extraordinary item. . . . . . . . . 246,836 (4,229,859) 24,988,508 (9,079,615)

<PAGE>

ARVIDA/JMB PARTNERS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------

Extraordinary item:
Gain due to forgiveness of interest . . . . . -- 20,000,000 -- 20,000,000
----------- ---------- ---------- ----------
Net income. . . . . . . . . . . . . . $ 246,836 15,770,141 24,988,508 10,920,385
=========== ========== ========== ==========
Net income (loss) before
extraordinary item per
Limited Partnership Interest. . . . $ 2.09 (16.85) 99.86 (27.75)
=========== ========== ========== ==========
Net income per Limited
Partnership Interest. . . . . . . . $ 2.09 67.67 99.86 56.77
=========== ========== ========== ==========

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

<PAGE>

<TABLE>
ARVIDA/JMB PARTNERS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,988,508 10,920,385
Charges to net income not requiring cash:
Amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,196 63,454
Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . (17,679) 58,578
(Gain) loss on disposition of property and equipment. . . . . . . . . . . (2,320,333) 1,765,143
Write-off of obligation related to Talega Property. . . . . . . . . . . . (1,800,000) --
Extraordinary gain due to forgiveness of interest . . . . . . . . . . . . -- (20,000,000)
Changes in:
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (211,706) 1,597,098
Trade and other accounts receivable . . . . . . . . . . . . . . . . . . . 121,329 996,305
Real estate inventories:
Additions to real estate inventories. . . . . . . . . . . . . . . . . . -- (4,502,486)
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,009 15,320,420
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . 634,820 923,648
Accounts payable, accrued expenses and other liabilities. . . . . . . . . (2,594,361) 12,790,175
Deposits and unearned income. . . . . . . . . . . . . . . . . . . . . . . -- (1,083,064)
Amounts due to affiliates, net. . . . . . . . . . . . . . . . . . . . . . (10,902) 27,876
------------ -----------
Net cash provided by operating activities . . . . . . . . . . . . 18,838,881 18,877,532
------------ -----------

Investing activities:
Proceeds from disposal of property and equipment. . . . . . . . . . . . . 5,100,000 1,835,911
Acquisition of property and equipment . . . . . . . . . . . . . . . . . . (78,226) --
------------ -----------
Net cash provided by investing activities . . . . . . . . . . . . 5,021,774 1,835,911
------------ -----------

Financing activities:
Payments of notes and mortgages payable . . . . . . . . . . . . . . . . . (23,910,468) (21,303,749)
Repayments of bank overdrafts . . . . . . . . . . . . . . . . . . . . . . (7,140) (489,158)
------------ -----------
Net cash used in financing activities . . . . . . . . . . . . . . (23,917,608) (21,792,907)
------------ -----------

<PAGE>

ARVIDA/JMB PARTNERS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED

1997 1996
------------ -----------

Decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . (56,953) (1,079,464)

Cash and cash equivalents, beginning of year. . . . . . . . . . . . . . . . 181,623 1,387,313
------------ -----------

Cash and cash equivalents, end of period. . . . . . . . . . . . . . . . . . $ 124,670 307,849
============ ===========

Supplemental disclosure of cash flow information:
Cash paid for mortgage and other
interest, net of amounts capitalized. . . . . . . . . . . . . . . . . . $ -- --
============ ===========

Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========

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

<PAGE>

ARVIDA/JMB PARTNERS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1997 AND 1996

(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1996,
which are included in the Partnership's 1996 Annual Report on Form 10-K
(File No. 0-19245) filed on March 31, 1997, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 1996 Annual Report.

GENERAL

Capitalized Interest and Real Estate Taxes

Due to the prohibitions on construction and development imposed on the
Partnership by its lender, no amounts of interest or real estate taxes
qualified for capitalization in 1996 and 1997.

Interest of $6,085,900 and $7,976,346 was incurred for the nine months
ended September 30, 1997 and 1996, respectively. Interest of $1,675,750 and
$2,319,157 was incurred for the three months ended September 30, 1997 and
1996, respectively. The Partnership has not made the required monthly
interest payments on its credit facility since September 1994.

Real estate taxes of $2,840,745 and $6,009,431 were incurred for the
nine months ended September 30, 1997 and 1996, respectively. Real estate
tax payments of $11,287,186 and $517,358 were made during the nine months
ended September 30, 1997 and 1996, respectively. Real estate taxes of
$1,350 and $1,893,590 were incurred for the three months ended September
30, 1997 and 1996, respectively. No real estate tax payments were made
during the three months ended September 30, 1997 and 1996, respectively.
The increase in real estate taxes paid during the nine months ended
September 30, 1997 as compared to the same period in 1996 is due to the
taxes paid in conjunction with the closing on the sale of the Talega
Property, as discussed below in Notes and mortgages payable (in default).
The preceding analysis of real estate taxes does not include real estate
taxes incurred or paid with respect to the Partnership's club facilities
(sold in June 1996) and other operating properties (sold in July 1997) as
these taxes are included in cost of revenues for operating properties.

Property and Equipment and Other Assets

No depreciation expense was incurred for the three and nine month
periods ended September 30, 1997 and 1996. Reference is made to the
"Impact of Recently Issued Accounting Standards" note for a discussion of
the Partnership's implementation of the Financial Accounting Standards
Board's Statement No. 121 ("FASB No. 121"). Amortization of other assets
of $18,196 and $63,454 was incurred for the nine months ended September 30,
1997 and 1996, respectively. Amortization of other assets of $0 and $9,149
was incurred for the three months ended September 30, 1997 and 1996,
respectively.

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Restricted cash at September 30, 1997 and December 31, 1996 consists
primarily of the amount remaining from the original $3 million which was
deposited into a restricted collateral account in March 1995 pursuant to an
agreement between the Partnership and its lender. Additional amounts were

<PAGE>

deposited into the restricted collateral account pursuant to the sale of
the Partnership's remaining land, cable operation and country club in the
Heathrow community in 1996, the sale of the Talega Property in May 1997 and
the sale of the shopping center in Heathrow in July 1997. Subject to the
approval of the Partnership's lender, cash in the restricted collateral
account is utilized to fund the Partnership's expenses.

NOTES AND MORTGAGES PAYABLE (IN DEFAULT)

The Partnership's credit facilities consist of a $52.5 million term
loan, a $67.5 million term loan, a revolving line of credit of
approximately $14.3 million and letters of credit securing performance
obligations of the Partnership. At September 30, 1997, approximately $10.4
million, $33.1 million and $11.5 million was outstanding under the $52.5
million term loan, the $67.5 million term loan and the revolving line of
credit facility, respectively.

For the nine month period ended September 30, 1997, the effective
interest rate for the combined term loans and the revolving line of credit
facility was approximately 12.1% per annum. The Partnership has not made
the required interest payments on its credit facilities since September
1994. The amount of interest which remains payable at September 30, 1997
totals approximately $22.9 million.

In March 1995, the Partnership and its lender entered into Forbearance
Agreements pursuant to which, among other things, a plan for the orderly
disposition of its remaining assets was established. The Forbearance
Agreements were modified in October 1995, March 1996, and June 1996, and
amended in September 1996 and May 1997 to provide for, among other things,
extensions of the time frame for the orderly disposition of the
Partnership's assets. In conjunction with the September 1996 amendment,
the Partnership's lender agreed to forgive, waive and cancel a portion of
the unpaid interest on the Partnership's credit facilities in the aggregate
amount of $20 million, of which $2 million was allocated to interest on the
revolving line of credit and $18 million was allocated to interest on one
of the term loans. The May 1997 amendment extended the terms of the
forbearance to June 1997, among other things. The Partnership has entered
into preliminary discussions with its lender regarding the forgiveness, by
the lender, of the remaining outstanding principal and accrued interest on
the Partnership's credit facilities, upon the satisfaction of certain
specified conditions. Such forgiveness of principal and interest would
result in an extraordinary gain for financial reporting purposes.

On May 30, 1997, the Partnership closed on the sale of its Talega
Property to an unaffiliated third party for $31.1 million. The terms of
the sale were generally in accordance with the agreement made in October
1996 with certain modifications. In conjunction with the sale of the
Talega Property, the Partnership paid all current and delinquent property
taxes (including penalties and interest thereon). In addition, the
Partnership reached an agreement with the Santa Margarita Water District
(the "District") resulting in an agreed upon amount due for charges and
assessments made by the District, including those with respect to the
Partnership's tax exempt bond financing. This amount was paid at closing,
at which time the Partnership received a full and unconditional release
from the District. In addition, all contractual obligations of the
Partnership with respect to the Talega Property were assumed by the buyer.
The net proceeds from the sale, after prorations and closing costs, totaled
approximately $19.1 million. Of this amount, approximately $18.8 million
was applied against the outstanding principal balance on the Partnership's
term loans, in accordance with the terms of the Forbearance Agreements, and
$0.3 million was deposited to fund the Partnership's expenses.

<PAGE>

During July 1997, the Partnership closed on the sale of its retail
shopping center at the Heathrow community to an unaffiliated third party
for $5.1 million. The net proceeds from the sale, after prorations and
closing costs, totaled approximately $5.0 million. Of this amount, $4.9
million was applied against the outstanding principal balance on the
Partnership's term loans, in accordance with the terms of the Forbearance
Agreements, and $0.1 million was deposited to fund the Partnership's
expenses. These closings are the cause for various significant changes
reflected on the accompanying consolidated balance sheets at September 30,
1997 as compared to December 31, 1996 and the consolidated statements of
operations for the three and nine month periods ended September 30, 1997 as
compared to the same periods in 1996.

Proceeds from the sales of the Partnership's assets and other
collateral securing the credit facilities, net of brokerage commissions and
certain other customary selling expenses, are delivered to the lender to be
applied against the outstanding principal balances on the term loans.
Through September 30, 1997, the Partnership has remitted proceeds totaling
approximately $64.1 million from sales made after becoming subject to this
requirement in September 1994.

Although there can be no assurance, the Partnership is working to
dispose of the remaining lot in Eagle Watch prior to the end of 1997. It
is expected that any proceeds from the sale or other disposition of this
lot, in excess of the costs of sale and general and administrative expenses
attributable thereto, will be paid to the lender or other creditors of the
Partnership. In addition, once the final lot has been sold, the
Partnership anticipates that it will transfer its remaining assets to its
lender, with the exception of an agreed upon amount of funds to be retained
by the Partnership to pay for its future expenses. Therefore, the Holders
of Interests should not expect to receive any future distributions from the
Partnership. In addition, the Partnership is currently involved in certain
litigation, as discussed below in Commitments and Contingencies. Upon
completion of the sale of the remaining lot in Eagle Watch, the Partnership
expects to terminate. However, the termination of the Partnership could be
delayed until resolution (or other acceptable treatment) of the pending
litigation.

TRANSACTIONS WITH AFFILIATES

The General Partner of the Partnership or its affiliates may be
reimbursed for their direct expenses or out-of-pocket expenses relating to
the administration of the Partnership and its assets. For the nine months
ended September 30, 1997, there were no reimbursements due the General
Partner of the Partnership or its affiliates for such direct or out-of-
pocket expenditures. The total of such reimbursements for the nine months
ended September 30, 1996 was approximately $1,800, all of which has been
paid.

In addition, the General Partner and its affiliates are entitled to
reimbursements for salaries and salary-related costs relating to the
administration of the Partnership and the operation of the Partnership's
Properties. Such costs were approximately $67,700 for the nine months
ended September 30, 1997, all which was paid as of September 30, 1997. The
total of such costs for the nine months ended September 30, 1996 was
approximately $19,000, all of which has been paid.

The Partnership also receives reimbursements from, or reimburses,
affiliates of the General Partner for certain general and administrative
costs including, and without limitation, salary and salary-related costs.
The Partnership was entitled to receive approximately $400 for the nine
months ended September 30, 1997, none of which has been received as of
November 12, 1997. The Partnership was entitled to receive approximately
$13,400 from one of its affiliates for the nine months ended September 30,
1996 for costs incurred by the Partnership on behalf of the affiliate, all
of which has been received.

<PAGE>

Prior to June 1996, the Partnership and Arvida/JMB Partners, L.P. (a
publicly-held limited partnership affiliated with the General Partner,
"Arvida/JMB-I") each employed project-related and administrative personnel
who performed services on behalf of both partnerships. In addition,
certain out-of-pocket expenditures related to such services and other
general and administrative expenditures were incurred and charged to each
partnership as appropriate. The Partnership reimbursed or received
reimbursements from Arvida/JMB-I for such costs (including salary and
salary-related costs). Subsequent to June 1996, the Partnership no longer
employed any project-related or administrative personnel and incurred no
costs on behalf of Arvida/JMB-I. For the nine month period ended September
30, 1997, the Partnership was obligated to reimburse Arvida/JMB-I
approximately $90,800. At September 30, 1997, approximately $8,800 was
unpaid, none of which was paid as of November 12, 1997. The Partnership
was not entitled to any reimbursement from Arvida/JMB-I for the nine month
period ended September 30, 1997. At September 30, 1997, approximately
$1,800 was owed from Arvida/JMB-I which represents amounts owed from the
prior year, none of which was received as of November 12, 1997. For the
nine months ended September 30, 1996, the Partnership was obligated to
reimburse Arvida/JMB-I approximately $1,242,300 and the Partnership was
entitled to receive reimbursements from Arvida/JMB-I of approximately
$113,700.

Arvida Company ("Arvida"), pursuant to an agreement with the
Partnership, provides development, construction, management and other
personnel and services to the Partnership for all of its projects and
operations. Pursuant to such agreement, the Partnership reimburses Arvida
for all of its salary and salary-related costs incurred in connection with
work performed on behalf of the Partnership. The total of such costs for
the nine month periods ended September 30, 1997 and 1996 were approximately
$19,500 and $177,000, respectively. At September 30, 1997, approximately
$1,900 was unpaid, all of which was paid as of November 12, 1997.

Pursuant to a requirement under the Partnership's credit facilities, a
portion of the reimbursements paid to Arvida and Arvida/JMB-I as well as
portions of the Partnership's insurance and loan refinancing costs incurred
in 1992 and 1993, have been funded on the Partnership's behalf by advances
from the General Partner. Such advances, which do not bear interest,
totaled approximately $4,609,400 at September 30, 1997. The repayment of
such advances is subordinated to the receipt by the Holders of Interests of
certain levels of return, and therefore is not expected to be made. In
addition, the Partnership was entitled to receive approximately $12,900
from an affiliate of the General Partner for salary and salary-related
costs incurred by the Partnership on behalf of such affiliate of the
General Partner, all of which was outstanding at September 30, 1997 and
none of which was paid as of November 12, 1997.

Prior to the sale during June 1996 of the remaining land within the
Heathrow Community, the Partnership incurred certain general and
administrative expenses, including insurance premiums, which were paid by
the Partnership on behalf of its affiliated homeowners associations. The
Partnership received reimbursements from the associations for such costs.
For the nine months ended September 30, 1996, the Partnership was entitled
to receive approximately $9,000 from such associations, all of which has
been received.

Prior to the sale during June 1996 of the remaining land within the
Heathrow Community, Arvida provided development management services to the
Heathrow joint venture. The payment of the management fees in connection
with these services has been deferred. The cumulative amount of such
deferred management fees as of September 30, 1997 was approximately
$3,005,200. Such deferred fees do not bear interest and remain payable.
The ultimate payment of these management fees is not expected to be made as
it is subordinated to certain levels of return to the Holders of Interests.

<PAGE>

In accordance with the Partnership Agreement, the General Partner and
Associate Limited Partner have deferred a portion of their distributions of
net cash flow from the Partnership totaling approximately $247,000. This
amount, which does not bear interest, is not expected to be paid.

COMMITMENTS AND CONTINGENCIES

As security for performance of certain development obligations,
including the Partnership's former obligations with respect to the Santa
Margarita Water District, the Partnership remains contingently liable under
performance bonds at September 30, 1997 for approximately $538,000. In
connection with the sale of the Talega Property, the purchaser agreed to
indemnify the Partnership against any losses in connection with the related
bonds.

The Partnership has been named a defendant in a lawsuit filed on
January 11, 1996 in the Circuit Court in and for the Eighteenth Judicial
Circuit, Seminole County, Florida entitled Land Investment I, Ltd.,
Heathrow Land & Development Corporation, Heathrow Shopping Center
Associates, and Paulucci Investments v. Arvida/JMB Managers-II, Inc.,
Arvida/JMB Partners, L.P.-II, Arvida Company and JMB Realty Corporation.
The complaint, as amended, includes counts for breach of the management
agreement, fraud in the inducement and conspiracy to commit fraud in the
inducement, breach of the partnership agreement and constructive trust in
connection with the purchase and management of the Heathrow development.
Plaintiffs seek, among other things, unspecified compensatory damages,
punitive damages, attorneys fees, costs, and such other relief as the Court
deems appropriate. The Partnership believes that the lawsuit is without
merit and intends to vigorously defend itself in this matter.

The Partnership has been advised by Merrill Lynch, Pierce, Fenner &
Smith, Incorporated ("Merrill Lynch") that various investors of the
Partnership have sought to compel Merrill Lynch to arbitrate claims brought
by certain investors of the Partnership, and has been named as a respondent
in various arbitrations, representing approximately 11% of the total
Interests outstanding. These claimants have sought and are seeking to
arbitrate claims involving unspecified damages based on Merrill Lynch's
alleged violations of applicable state and/or federal securities laws and
alleged violations of the rules of the National Association of Securities
Dealers, Inc., together with pendent state law claims. The Partnership
believes that Merrill Lynch has resolved some of these claims through
litigation and otherwise, and that Merrill Lynch is defending other claims.

Merrill Lynch has asked the Partnership and its General Partner to confirm
an obligation of the Partnership and its General Partner to indemnify
Merrill Lynch in these claims against all loss, liability, claim, damage
and expense, including without limitation attorney's fees and expenses,
under the terms of a certain Agency Agreement dated October 23, 1989
("Agency Agreement") with the Partnership relating to the sale of Interests
through Merrill Lynch on behalf of the Partnership. The Agency Agreement
generally provides that the Partnership and its General Partner shall
indemnify Merrill Lynch against losses occasioned by an actual or alleged
misstatement or omission of material facts in the Partnership's offering
material used in connection with the sale of Interests and suffered by
Merrill Lynch in performing its duties under the Agency Agreement, under
certain specified conditions. The Agency Agreement also generally
provides, under certain conditions, that Merrill Lynch shall indemnify the
Partnership and its General Partner for losses suffered by the Partnership
and occasioned by certain specified conduct by Merrill Lynch in the course
of Merrill Lynch's solicitation of subscriptions for, and sale of,
Interests. The Partnership is unable to determine the ultimate investment
of investors who have filed arbitration claims as to which Merrill Lynch
might seek indemnification in the future. At this time, and based upon the
information presently available about the arbitration statements of claims
filed by some of these investors, the Partnership and its General Partner
believe that they have meritorious defenses to demands for indemnification

<PAGE>

made by Merrill Lynch and intend to vigorously pursue such defenses.
Although there can be no assurance regarding the outcome of the claims for
indemnification, at this time, based on information presently available
about such arbitration statements of claims, the Partnership and its
General Partner do not believe that the demands for indemnification by
Merrill Lynch will have a material adverse effect on the financial
condition of the Partnership.

In addition, the Partnership could potentially be liable for certain
amounts incidental to other matters that may arise from litigation of the
Partnership, the amount of which could be substantial.

TAX-EXEMPT BOND FINANCING

In connection with the development of the Talega Property (which was
suspended during 1990), the Partnership had utilized bond financing to
construct certain on-site and off-site water and sewer infrastructure
improvements which the Partnership would have otherwise been obligated to
finance and construct as a condition to obtaining certain approvals for the
project. The principal amount of bonds issued was $62 million, and all of
the proceeds from the offering have been utilized. In conjunction with the
May 1997 sale of the Talega Property, the Partnership reached an agreement
with the District resulting in an agreed upon amount due for charges and
assessments made by the District, including those with respect to the
Partnership's tax exempt bond financing. This amount was paid at closing,
at which time the Partnership received a full and unconditional release
from the District.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

The Partnership adopted FASB No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
effective January 1, 1996. In accordance with FASB No. 121, the
Partnership discontinued recording depreciation as all of its assets are
held for disposal. In addition, in conjunction with the application of
this statement, during the fourth quarter of 1996, the Partnership reversed
the depreciation expense previously recorded during the year. The
Partnership requires no impairment losses or other adjustments to be
recorded as of September 30, 1997 as a result of the application of this
statement. Operating results for properties held for sale or disposition
are reflected as operating properties revenues and cost of revenues on the
accompanying consolidated statements of operations for the three and nine
month periods ended September 30, 1997 and 1996.

During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. As the Partnership's
capital structure consists of only general and limited partnership
interests, the Partnership does not expect any significant impact on its
consolidated financial statements upon adoption of these standards when
required at the end of 1997.

ADJUSTMENTS

In the opinion of the General Partner, all adjustments (consisting of
normal recurring adjustments) necessary for a fair presentation have been
made to the accompanying consolidated financial statements as of September
30, 1997 and December 31, 1996 and for the three and nine month periods
ended September 30, 1997 and 1996.

<PAGE>

PART I. FINANCIAL INFORMATION

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

Reference is made to the notes to the accompanying consolidated
financial statements ("Notes") contained in this report for additional
information concerning certain of the Partnership's investments.

At September 30, 1997 and December 31, 1996, the Partnership had
unrestricted cash and cash equivalents of approximately $124,700 and
$181,600, respectively. Bank overdrafts representing checks in transit of
approximately $3,100 and $10,200 at September 30, 1997 and December 31,
1996, respectively, were repaid from cash on hand in October 1997 and
January 1997, respectively. Remaining cash and cash equivalents are
available for working capital requirements with any remaining amounts
expected to be remitted to the lender. The Partnership had suspended cash
distributions to its Partners in late 1990 due to, among other things,
deteriorating market conditions. The Partnership has been unable to
reinstate distributions due to its financial condition and the operations
of its Properties, which are also discussed more fully below. In addition,
the Partnership is currently in default of the terms of its credit
facilities. The source of the Partnership's liquidity is dependent upon
its lender continuing to forbear from exercising its remedies under the
Partnership's credit facility agreements and permitting the Partnership to
use funds in a restricted cash collateral account and certain sales
proceeds to finance the Partnership's limited operations, as more fully
discussed in Part II - Item 3. (Defaults upon Senior Securities).

In March 1995, the Partnership and its lender entered into Forbearance
Agreements pursuant to which, among other things, a plan for the orderly
disposition of its remaining assets was established. The Forbearance
Agreements were modified in October 1995, March 1996, and June 1996, and
amended in September 1996 and May 1997 to provide for, among other things,
extensions of the time frame for the orderly disposition of the
Partnership's assets. In conjunction with the September 1996 amendment,
the Partnership's lender agreed to forgive, waive and cancel a portion of
the unpaid interest on the Partnership's credit facilities in the aggregate
amount of $20 million, of which $2 million was allocated to interest on the
revolving line of credit and $18 million was allocated to interest on one
of the term loans. The May 1997 amendment extended the term of the
forbearance to June 1997, among other things. The Partnership has entered
into preliminary discussions with its lender regarding the forgiveness, by
the lender, of the remaining outstanding principal and accrued interest on
the Partnership's credit facilities, upon the satisfaction of certain
specified conditions. Such forgiveness of principal and interest would
result in an extraordinary gain for financial reporting purposes.

During June 1996, the Heathrow joint venture, in which the Partnership
is the managing general partner, closed on the sale of the remaining land,
the country club and certain related assets within the Partnership's
Heathrow Community.

<PAGE>

On July 15, 1997, the Partnership closed on the sale of its retail
shopping center at the Heathrow community to an unaffiliated third party
for $5.1 million. The net proceeds from the sale, after prorations and
closing costs, totaled approximately $5.0 million. Of this amount, $4.9
million was applied against the outstanding principal balance on the
Partnership's term loans, in accordance with the terms of the Forbearance
Agreements, and $0.1 million was deposited to fund the Partnership's
expenses. This closing is an additional cause for various significant
changes on the accompanying consolidated balance sheets at September 30,
1997 as compared to December 31, 1996 and the consolidated statements of
operations for the three and nine months ended September 30, 1997 as
compared to the same periods in 1996.

Although there can be no assurance, the Partnership is working to
dispose of the remaining lot in Eagle Watch prior to the end of 1997. It
is expected that any proceeds from the sale or other disposition of this
lot, in excess of the costs of sale and general and administrative expenses
attributable thereto, will be paid to the lender or other creditors of the
Partnership. In addition, once the final lot has been sold, the
Partnership anticipates that it will transfer its remaining assets to its
lender, with the exception of an agreed upon amount of funds to be retained
by the Partnership to pay for its future expenses. Therefore, the Holders
of Interests should not expect to receive any future distributions from the
Partnership. In addition, the Partnership is currently involved in certain
litigation, as discussed in Part II. Item 1. Legal Proceedings in this
report, to which reference is hereby made. Upon completion of the sale of
the Partnership's remaining assets, the Partnership expects to terminate.
However, termination of the Partnership could be delayed until resolution
(or other acceptable treatment) of the pending litigation.

RESULTS OF OPERATIONS

The results of operations for the three and nine months ended
September 30, 1997 reflect the reduced activity of the Partnership's real
estate operations due to its financial condition and the prohibition placed
on the Partnership by its lender regarding the construction of new homes
and the development of homesites.

<PAGE>

Operating results for 1997 are primarily attributable to the closings
of the Partnership's Talega property in May, its retail shopping center at
the Heathrow community in July, two lots in its Eagle Watch community in
May and August, respectively, and the closing of the sales center used in
the Wesmere community in June. The Partnership is currently working to
dispose of the remaining lot in Eagle Watch prior to the end of 1997. The
results of operations for 1996 are primarily attributable to the limited
operations at the Partnership's Heathrow community prior to its closing in
June 1996, the closing of the Partnership's remaining land, cable
operations and country club in the Heathrow community, and the operations
of the Partnership's retail shopping center at Heathrow.

Selling, general and administrative expenses decreased during the nine
month period ended September 30, 1997 as compared to the same period in
1996 due to the limited activities of the Partnership.

The decrease in interest and real estate taxes for the three and nine
month periods ended September 30, 1997 as compared to the same periods in
1996 is due primarily to the decrease in taxes attributable to the Talega
property as result of the sale of that property in May 1997. In addition,
interest expense decreased due to a reduction in the indebtedness
outstanding during the three and nine month periods ended September 30,
1997 as compared to the same periods in 1996.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Partnership is not subject to any other material pending legal
proceedings, other than ordinary litigation incidental to the business of
the Partnership. However, reference is made to Notes for a discussion of
certain claims asserted by Merrill Lynch for indemnification by the
Partnership and the General Partner in connection with claims for
arbitration filed by certain investors in the Partnership.

<PAGE>

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Partnership's $67.5 million term loan had a certain loan-to-value
covenant relative to the Partnership's Talega Property. Based upon an
independent appraisal of Talega which was prepared on behalf of the
Partnership's lender, the Partnership has not been in compliance with this
covenant. On March 4, 1994, pursuant to the terms of this loan-to-value
covenant, the Partnership received a notice of default from its lender.
The Partnership was required to make a term loan payment, including
accrued interest, of approximately $59 million in order to cure this
default. The Partnership did not have the funds to make such payment. In
addition, the Partnership's credit facilities matured on December 30, 1994.

However, the Partnership did not have the funds to pay off the balances
outstanding under the credit facilities. The Partnership has not made the
required interest payments on its credit facilities since September 1994.
The aggregate amount outstanding, including principal and all accrued and
unpaid interest, on the Partnership's term loans and revolving line of
credit at September 30, 1997 is approximately $77.9 million. To date, the
Partnership's lender has not pursued all of its remedies under the credit
facility agreements relative to these defaults, which could include, among
other things, the lender realizing upon its security interest in the
Partnership's Properties. In March 1995, the Partnership and its lender
entered into Forbearance Agreements which were subsequently modified in
October 1995, March 1996, and June 1996, and amended in September 1996 and
May 1997 to provide for, among other things, extensions of the time frame
for the orderly disposition of the Partnership's assets. In conjunction
with the September 1996 amendment, the Partnership's lender agreed to
forgive, waive and cancel a portion of the unpaid interest on the
Partnership's credit facilities in the aggregate amount of $20 million, of
which $2 million was allocated to interest on the revolving line of credit
and $18 million was allocated to interest on one of the term loans. The
May 1997 amendment extended the term of the forbearance to June 1997, among
other things. The Partnership has entered into preliminary discussions
with its lender regarding the forgiveness, by the lender, of the remaining
outstanding principal and accrued interest on the Partnership's credit
facilities, upon the satisfaction of certain specified conditions. Such
forgiveness of principal and interest would result in an extraordinary gain
for financial reporting purposes.

The Partnership closed on the sale of its Talega Property in May 1997.

The net proceeds from the sale after prorations and closing costs totaled
approximately $19.1 million, of which approximately $18.8 million was
applied against the outstanding principal balance on the Partnership's term
loans, in accordance with the terms of the Forbearance Agreements, and $0.3
million was deposited to fund the Partnership's expenses. In connection
with the sale of the Talega Property, the purchaser agreed to indemnify the
Partnership against any losses in connection with the performance bonds
related to the property. In July 1997, the Partnership closed on the sale
of its retail shopping center in the Heathrow community. The net proceeds
from this sale after prorations and closing costs totaled approximately
$5.0 million, of which approximately $4.9 million was applied against the
outstanding principal balance on the Partnership's term loans, in
accordance with the terms of the Forbearance Agreements, and $0.1 million
was deposited to fund the Partnership's expenses. It is expected that any
proceeds from the sale or other disposition of the one remaining lot in the
Partnership's Eagle Watch community, in excess of the costs and general and
administrative expenses attributable thereto, will be paid to the lender or
other creditors of the Partnership. Once the final lot has been sold, the
Partnership anticipates that it will transfer its remaining assets to its
lender, with the exception of an agreed upon amount of funds to be retained
by the Partnership to pay for its future expenses. Reference is made to
Part I. Financial Information and Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations for a further
discussion of the Partnership's liquidity and capital resources.

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3. Amended and Restated Agreement of Limited Partnership
incorporated herein by reference.*

4.1. Assignment Agreement by and among the Partnership, the General
Partner, the Initial Limited Partner and the Holders of Interests
incorporated herein by reference.*

4.2. Amended and Restated Credit Agreement dated June 23, 1992
between Arvida/JMB Partners, L.P.-II and Continental Bank N.A. and Bank of
America National Trust and Savings Association is incorporated herein by
reference.**

4.3. Various mortgages and other security interests dated April 30,
1992 related to Arvida/JMB Partners, L.P.-II's Heathrow, Talega, Wesmere,
Wycliffe, Eagle Watch, Burnt Hickory Lakes, Rock Creek and SouthRidge Lakes
properties which secure loans under the Amended and Restated Credit
Agreement referred to in Exhibit 4.2 are incorporated herein by
reference.**

4.4. Revolving Loan and Letter of Credit Facility Credit Agreement
dated June 23, 1992 between Arvida/JMB Partners, L.P.-II and Continental
Bank N.A. and Bank of America National Trust and Savings Association is
incorporated herein by reference.**

4.5. Various mortgages and other security interests dated June 23,
1992 related to Arvida/JMB Partners, L.P.-II's Heathrow, Talega, Wesmere,
Wycliffe, Eagle Watch, Burnt Hickory Lakes, Rock Creek and SouthRidge Lakes
properties which secure loans under the Revolving Loan and Letter of Credit
Facility Credit Agreement referred to in Exhibit 4.4 are incorporated
herein by reference.**

4.6. Interim Bank Letter Agreement dated March 25, 1992 between
Arvida/JMB Partners, L.P.-II and Continental Bank N.A., Bank of America
National Trust and Savings Association, and Unibank is incorporated herein
by reference.**

4.7. Promissory Note effective July 1, 1992 between Arvida/JMB
Partners, L.P.-II and Arvida/JMB Managers-II, Inc. is incorporated herein
by reference. ****

4.8. Forbearance and Modification Agreement (Credit Agreement)
dated March 21, 1995 by and among Arvida/JMB Partners, L.P.-II, Heathrow
Development Associates, Ltd., Eagle Watch Partners, Bank of America
Illinois and Bank of America National Trust and Savings Association is
incorporated herein by reference. *****

4.9. Forbearance and Modification Agreement (Amended and Restated
Credit Agreement) dated March 21, 1995 by and among Arvida/JMB Partners,
L.P.-II, Heathrow Development Associates, Ltd., Eagle Watch Partners, Bank
of America Illinois and Bank of America National Trust and Savings
Association is incorporated herein by reference. *****

4.10. Letter dated September 20, 1994 from the Partnership to Bank
of America regarding the Partnership's acknowledgement that all proceeds
from the sale of Collateral shall be delivered immediately to Co-Lenders is
incorporated herein by reference to Exhibit 4.9 to the Partnership's Report
on Form 10-Q (File No. 0-19245) filed on November 11, 1994.

<PAGE>

4.11. Letter Agreement dated October 31, 1995 supplementing
Forbearance Agreements with Lenders is incorporated herein by
reference.******

4.12. Amendment of Forbearance and Modification Agreement dated
September 24, 1996 is incorporated herein by reference to the Partnership's
Report for September 30, 1996 on Form 10-Q (File No. 0-19245) dated
November 9, 1996.

4.13. Amendment of Forbearance and Modification Agreement dated May
13, 1997 is incorporated herein by reference to the Partnership's Report
for June 30, 1997 on Form 10-Q (File No. 0-19245) dated August 8, 1997.

4.14. Letter of Credit Reimbursement Agreement among Bank of
American National Trust and Savings Association, Bank of America Illinois
and Arvida/JMB Partners, L.P.-II dated May 30, 1997 is incorporated herein
by reference to the Partnership's Report for June 30, 1997 on Form 10-Q
(File No. 0-19245) dated August 8, 1997.

4.15. Indemnification Agreement dated May 30, 1997 between
Arvida/JMB Partners, L.P.-II and Catellus Residential Group, Standard
Pacific of Orange County, Inc. and Starwood Opportunity Fund IV, L.P. is
incorporated herein by reference to the Partnership's Report for June 30,
1997 on Form 10-Q (File No. 0-19245) dated August 8, 1997.

4.16. Amendment No. 1 to Letter of Credit Reimbursement Agreement
dated June 30, 1997 by and between Arvida/JMB Partners, L.P.-II and Bank of
America National Trust and Savings Association and Bank of America Illinois
is filed herewith.

4.17. Amendment No. 1 to Indemnification Agreement dated June 30,
1997 by and among Arvida/JMB Partners, L.P.-II and Catellus Residential
Group, Standard Pacific of Orange County, Inc., and Starwood Opportunity
Fund IV, L.P. is filed herewith.

10.1. Management, Advisory and Supervisory Agreement between the
Partnership and Arvida Company is herein incorporated by reference.**

10.2. First Amended and Restated Limited Partnership Agreement of
Heathrow Development Associates, Ltd. and Assignment of Partnership
Interests dated January 17, 1990 are herein incorporated by reference.**

10.3. Amended and Restated Heathrow Management Agreement dated
January 17, 1990 is herein incorporated by reference.**

10.4. Eagle Watch Partners General Partnership Agreement dated
December 27, 1989 is herein incorporated by reference.**

10.5. Letter of Credit Agreement dated July 27, 1990 between
Arvida/JMB Partners, L.P.-II and Santa Margarita Water District regarding
collateral for Tax-Exempt Bond Financing is herein incorporated by
reference.**

10.6. Agreement for the Payment of the Diemer Intertie Sublease
Payments, Principal and Interest of Bonds of Improvement District No. 7 and
Annual Budget Deficits Between Arvida/JMB Partners, L.P.-II and Santa
Margarita Water District dated January 15, 1990 is herein incorporated by
reference.*

10.7. Stipulation and Settlement dated October 19, 1993 and Final
Judgement and Order dated March 31, 1994 pertaining to the class action
lawsuit is incorporated herein by reference.****

<PAGE>

10.8. Agreement for Purchase and Sale dated August 14, 1995 by and
between Arvida/JMB Partners, L.P.-II and Heritage Development South, Inc.
for the sale of certain real property within the Wesmere Community is
incorporated herein by reference.******

10.9. Agreement for Sale and Purchase of Real Property dated March
22, 1996 among Heathrow Development Associates, Ltd., Heathrow Cable
Limited Partnership and Associates and Country Club, L.P. and 4/46A
Corporation for the sale of the remaining land and certain related assets
within the Heathrow Community is incorporated herein by reference to
Exhibit 10.15 to the Partnership's Report for March 31, 1996 on Form 10-Q
(File No. 0-19245) dated May 10, 1996.

10.10 Agreement for Sale and Purchase of Real Property dated May 27,
1997 by and between Heathrow Development Associates, Ltd. and Roliho, Inc.
for the sale of the retail shopping plaza at the Heathrow community is
incorporated by reference to the Exhibit 2.1 to the Partnership's Report on
Form 8-K (File No. 0-19245) dated July 15, 1997.

10.11 Agreement for Sale and Purchase of Real Property dated October
25, 1996 by and between Arvida/JMB Partners, L.P.-II and Starwood/Talega
Associates, L.L.C. for the sale of certain real property within the Talega
Property is incorporated herein by reference to Exhibit 10.16 to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-19245)
dated November 8, 1996.

10.12 Amendment dated March 18, 1997 to Agreement for Purchase and
Sale of Real Property by and between Arvida/JMB Partners, L.P.-II and
Starwood/Talega Associates, L.L.C. for the sale of certain real property
within the Talega Property is incorporated herein by reference to Exhibit
10.9 to the Partnership's Report for December 31, 1996 on Form 10-K (File
No. 0-19245) dated March 21, 1997.

10.13 Amendment dated December 9, 1996 to Agreement for Purchase and
Sale of Real Property and Escrow Instructions by and between Arvida/JMB
Partners, L.P.-II and Starwood/Talega Associates, L.L.C. for the sale of
certain real property within the Talega Property is incorporated herein by
reference to Exhibit 2.3 to the Partnership's Report on Form 8-K (File No.
0-19245) dated June 16, 1997.

10.14 Amendment dated May 20, 1997 to Agreement for Purchase and
Sale of Real Property and Escrow Instructions by and between Arvida/JMB
Partners, L.P.-II and Starwood/Talega Associates, L.L.C. for the sale of
certain real property within the Talega Property is incorporated herein by
reference to Exhibit 2.4 of the Partnership's Report on Form 8-K (File No.
0-19245) dated June 16, 1997.

27. Financial Data Schedule

* Previously filed with the Securities and Exchange Commission as
Exhibit 3., 4.1 and 10.11 to the Partnership's Form 10-K (File No. 0-19245)
filed on April 12, 1993 and incorporated herein by reference.

<PAGE>

** Previously filed with the Securities and Exchange Commission as
Exhibits 4.3, 4.4, 4.5, 4.6, 4.7, 10.1, 10.7, 10.8, 10.9 and 10.10,
respectively, to the Partnership's Form 10-K Report (File No. 0-19245)
filed on April 13, 1992 and are incorporated herein by reference.

*** Previously filed with the Securities and Exchange Commission as
Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 to the Partnership's Form 10-K
Report (File No. 0-19245) under the Securities Act of 1934 filed on March
28, 1990 and incorporated herein by reference.

**** Previously filed with the Securities and Exchange Commission as
Exhibits 4.8, 10.12 and 10.13, respectively, to the Partnership's Form 10-K
(File No. 0-19245) filed on April 13, 1994 and incorporated herein by
reference.

***** Previously filed with the Securities and Exchange Commission as
Exhibits 4.9 and 4.10, respectively, to the Partnership's Form 10-Q (File
No. 0-19245) filed on November 9, 1995 and incorporated herein by
reference.

****** Previously filed with the Securities and Exchange Commission as
Exhibits 4.12, 10.14 and 10.15, respectively, to the Partnership's Form 10-
K Report (File No. 0-19245) under the Securities Act of 1934 filed on March
25, 1996 and incorporated herein by reference.

(b) The following reports on Form 8-K have been filed during the
last quarter of the period covered by this report.

The Partnership's Report dated July 15, 1997 describing the
sale of the retail shopping center at the Heathrow community.

<PAGE>

SIGNATURES

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

ARVIDA/JMB PARTNERS, L.P.-II

BY: Arvida/JMB Managers-II, Inc.
(The General Partner)

By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: November 12, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.

By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 12, 1997

EXHIBIT 4.16
- ------------

AMENDMENT NO. 1
TO
LETTER OF CREDIT
REIMBURSEMENT AGREEMENT
-----------------------

THIS AMENDMENT NO. 1 TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT (the
"Amendment"), dated as of June 30, 1997, is made by and between ARVIDA/JMB
PARTNERS, L.P. II, a Delaware limited partnership ("Borrower") on the one
hand, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a
national banking association, and BANK OF AMERICA ILLINOIS, an Illinois
banking corporation, formerly known as Continental Bank N.A. and
Continental Bank (collectively, the "Bank").

RECITALS
--------

A. The parties hereto entered into a Letter of Credit
Reimbursement Agreement dated as of May 30, 1997 (the "Agreement") with
respect to the Letters of Credit described on Exhibit "A" hereto.

B. The parties hereto desire to amend the Agreement to extend the
Maturity Date as defined in the Agreement from June 30, 1997 to July 22,
1997.

C. The obligations of Borrower were guaranteed pursuant to a
Guaranty dated as of May 30, 1997.

NOW, THEREFORE, in consideration of the mutual agreements set forth
herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Borrower and Bank hereby
covenant and agree to amend the Agreement as set forth below. All
capitalized terms used herein shall, unless otherwise defined herein, have
the meanings assigned to them in the Agreement.

1. MATURITY DATE.

The definition of "Maturity Date" as set forth in Section 1.1
of the Agreement is hereby amended to read as follows:

"Maturity Date" means July 22, 1997.

2. MISCELLANEOUS.

2.1 EFFECT OF AMENDMENT. The Agreement shall remain in full
force and effect except as specifically set forth herein.

2.2 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which,
together, shall constitute but one and the same agreement.

<PAGE>

IN WITNESS WHEREOF, Borrower and Bank have executed this
Reimbursement Agreement on the year and date first hereinabove set forth.

BORROWER:

ARVIDA/JMB PARTNERS, L.P. II, a
Delaware limited partnership

By: Arvida/JMB Managers II, Inc., a
Delaware corporation, its General
Partner

By:
------------------------------
Name:
------------------------
Title:
------------------------

BANK:

BANK OF AMERICA ILLINOIS,
an Illinois banking corporation
in its capacity as Managing Co-Agent

By:
------------------------------
Name:
------------------------
Title:
------------------------

BANK OF AMERICA ILLINOIS,
an Illinois banking corporation
in all capacities hereunder other than
as Managing Co-Agent

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
a national banking association

By:
------------------------------
Name:
------------------------
Title:
------------------------

<PAGE>

CONSENT OF GUARANTORS
Each of the undersigned hereby consents to
the foregoing Amendment

CATELLUS RESIDENTIAL GROUP, a
Address: 5 Park Plaza California corporation
Suite 400
Irvine, California 92614 By:
------------------------------
Name:
------------------------
Title:
------------------------

By:
------------------------------
Name:
------------------------
Title:
------------------------

STANDARD PACIFIC OF ORANGE
COUNTY, INC., a Nevada corporation
Address: 1565 West
MacArthur Blvd.
Costa Mesa, By:
California 92626 ------------------------------
Name:
------------------------
Title:
------------------------

By:
------------------------------
Name:
------------------------
Title:
------------------------

STARWOOD OPPORTUNITY FUND IV, L.P.,
a Delaware limited partnership
Address: 5090 North
40th Street, Suite 190 By:
Phoenix, Arizona 95018 ------------------------------
Name:
-----------------------
Title:
-----------------------

By:
------------------------------
Name:
-----------------------
Title:
-----------------------

<PAGE>

EXHIBIT "A"

LETTERS OF CREDIT
-----------------

Obligee: County of Orange, EMA/Regulation/Grading Section
Agreement #: LASB214312
Instrument type: Letter of Credit
Amount: $21,030.00
Reason: Grading performance

Obligee: County of Orange, EMA/Regulation/Grading Section
Agreement #: LASB214313
Instrument type: Letter of Credit
Amount: $101,520.00
Reason: Grading performance

Obligee: County of Orange, EMA/Regulation/Grading Section
Agreement #: LASB214314
Instrument type: Letter of Credit
Amount: $140,640.00
Reason: Grading performance

Obligee: County of Orange, EMA/Regulation/Grading Section
Agreement #: LASB214315
Instrument type: Letter of Credit
Amount: $271,800.00
Reason: Grading performance

Obligee: County of Orange, EMA/Regulation/Grading Section
Agreement #: LASB214316
Instrument type: Letter of Credit
Amount: $537,480.00
Reason: Grading performance

Obligee: City of San Clemente
Agreement #: LASB214677
Instrument type: Letter of Credit
Amount: $1,500,000.00
Reason: Grading erosion control & Landscaping
-311401 Avenida Pico

Obligee: Amwest Surety
Agreement #: 220668
Instrument type: Letter of Credit
Amount: $100,000.00

EXHIBIT 4.17
- ------------

AMENDMENT NO. 1
TO
INDEMNIFICATION AGREEMENT
-------------------------

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into as
of this 30th day of June, 1997, by and among Arvida/JMB Partners, L.P. II,
a Delaware limited partnership ("Indemnitee"), on the one hand, and
Catellus Residential Group, a California corporation, Standard Pacific of
Orange County, Inc., a Nevada corporation, and Starwood Opportunity Fund
IV, L.P., a Delaware limited partnership (collectively, the "Indemnitor"),
on the other hand.

RECITALS
--------

A. Indemnitee and Indemnitor entered into that certain
Indemnification Agreement (the "Agreement") dated May 30, 1997, with
respect to those certain letters of credit set forth on the schedule
attached hereto as EXHIBIT "A" (the "Letters of Credit"), and those certain
performance bonds set forth on the schedule attached hereto as EXHIBIT "B"
attached hereto (the "Bonds"). The Letters of Credit and the Bonds were
issued for the benefit of the County of Orange and the City of San
Clemente, respectively, to secure the performance by Indemnitee of certain
obligations and conditions relating to the proposed development of certain
real property located in Orange County, California (the "Property").

B. Indemnitee sold the Property to Talega Associates, L.L.C., a
Delaware limited liability company ("Talega"). In connection with the
purchase and sale of the Property, and as an accommodation to Talega,
Indemnitee agreed, pursuant to the Agreement, to keep the Letters of Credit
and the Bonds outstanding until June 30, 1997, at which time Talega was to
replace the Letters of Credit and the Bonds with new performance bonds.

C. Indemnitor has advised Indemnitee that it will not be able to
replace the Letters of Credit and the Bonds by June 30, 1997, and has
requested an extension of time until July 22, 1997. Indemnitee and
Indemnitor now desire to enter into this Amendment to provide for the
extension of time requested by Indemnitor.

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Indemnitor and Indemnitee hereby agree as follows:

AGREEMENTS
----------

1. AMENDMENT. Paragraph 4 of the Agreement is hereby amended in
its entirety to read as follows:

<PAGE>

RELEASE OF INDEMNITEE'S OBLIGATIONS. On or before July 22, 1997, the
Indemnitor shall cause the beneficiaries under the Letters of Credit to
return the Letters of Credit to the issuer thereof marked "cancelled", and
shall either substitute the Bonds with new performance bonds acceptable to
the beneficiaries thereof or release the Indemnitee from any and all
obligations under the Bonds. From and after the Effective Date, Indemnitor
and Indemnitee shall cooperate with each other, without compensation, and
shall execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, any and all such further assignments,
approvals, consents and any and all other documents and do any and all
other acts as may be necessary to carry out the intent and purpose of this
SECTION 4. In the event that the Indemnitor is not able to cause the
beneficiaries to return the Letters of Credit and to either replace the
Bonds or release the Indemnitee from all obligations under the Bonds by
June 22, 1997, then prior to 5:00 p.m. on July 22, 1997, the Indemnitor
shall deposit with the Indemnitee, or at the option of the Indemnitor,
deposit directly with the issuer of the Letters of Credit, as additional
collateral for the obligations under the Letters of Credit and Bonds,
pursuant to documentation in a form and substance acceptable to Indemnitee
or the issuers of the Letters of Credit, as applicable, a cash deposit in
an amount equal to the aggregate face amount of the Letters of Credit and
the Bonds.

2. MISCELLANEOUS.

(a) EFFECT OF AMENDMENT. Except as specifically set forth
herein, the Agreement shall remain in full force and effect.

(b) COUNTERPARTS. This Amendment may be executed in
counterparts, each of which shall be deemed an original and all of which,
together, shall constitute but one and the same agreement.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have delivered and executed
this Agreement as of the date first written above.

INDEMNITEE:

ARVIDA/JMB PARTNERS, L.P. II, a Delaware
limited partnership

By: Arvida/JMB Managers II, Inc.,
a Delaware corporation,
its General Partner

By:
------------------------------
Name:
------------------------
Title:
------------------------

INDEMNITOR:

CATELLUS RESIDENTIAL GROUP,
a California corporation

By:
------------------------------
Name:
------------------------
Title:
------------------------

STANDARD PACIFIC OF ORANGE COUNTY,
INC., a Nevada corporation

By:
------------------------------
Name:
------------------------
Title:
------------------------

<PAGE>

STARWOOD OPPORTUNITY FUND IV, L.P.,
a Delaware limited partnership

By:
------------------------------
Name:
------------------------
Title:
------------------------

<PAGE>

EXHIBIT "A"

LETTERS OF CREDIT
-----------------

Obligee: County of Orange, EMA/Regulation/Grading Section
Agreement #: LASB214312
Instrument type: Letter of Credit
Amount: $21,030.00
Reason: Grading performance

Obligee: County of Orange, EMA/Regulation/Grading Section
Agreement #: LASB214313
Instrument type: Letter of Credit
Amount: $101,520.00
Reason: Grading performance

Obligee: County of Orange, EMA/Regulation/Grading Section
Agreement #: LASB214314
Instrument type: Letter of Credit
Amount: $140,640.00
Reason: Grading performance

Obligee: County of Orange, EMA/Regulation/Grading Section
Agreement #: LASB214315
Instrument type: Letter of Credit
Amount: $271,800.00
Reason: Grading performance

Obligee: County of Orange, EMA/Regulation/Grading Section
Agreement #: LASB214316
Instrument type: Letter of Credit
Amount: $537,480.00
Reason: Grading performance

Obligee: City of San Clemente
Agreement #: LASB214677
Instrument type: Letter of Credit
Amount: $1,500,000.00
Reason: Grading erosion control & Landscaping
-311401 Avenida Pico

Obligee: Amwest Surety
Agreement #: 220668
Instrument type: Letter of Credit
Amount: $100,000.00

<PAGE>

EXHIBIT "B"

BONDS
-----

Obligee: County of Orange
Agreement #: 4454
Instrument type: Pacific States Bond
Amount: $350,000.00
Reason: Public property encroachment permit-Avenida Pico

Obligee: County of Orange
Agreement #: 5677825-0001
Instrument type: Safeco Bond
Amount: $38,000.00
Reason: USGS monumentation to record Talega finance map

Obligee: County of Orange Flood Control District
Agreement #: 018001093
Instrument type: Amwest surety bond
Amount: $100,000.00
Reason: Performance, labor and maintenance bond
for storm drain facilities

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997

<CASH> 1,291,453
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 26,589
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,515,554
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (87,432,677)
<TOTAL-LIABILITY-AND-EQUITY> 1,515,554
<SALES> 36,862,046
<TOTAL-REVENUES> 36,862,046
<CGS> 2,119,623
<TOTAL-COSTS> 2,119,623
<OTHER-EXPENSES> 3,668,015
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,085,900
<INCOME-PRETAX> 24,988,508
<INCOME-TAX> 0
<INCOME-CONTINUING> 24,988,508
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,988,508
<EPS-PRIMARY> 99.86
<EPS-DILUTED> 99.86

</TABLE>