UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) May 25, 2005

                     JACQUES-MILLER INCOME FUND L.P. - II
            (Exact name of Registrant as specified in its charter)


            Delaware                  0-15758                 62-1244325
      (State or other jurisdiction  (Commission            (I.R.S. Employer
      of incorporation)             File Number)       Identification Number)

                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)


                                 (864) 239-1000
                           (Issuer's telephone number)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ]   Written  communications  pursuant to Rule 425 under the  Securities  Act
      (17 CFR 230.425)

[ ]   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
      Exchange Act (17 CFR 240.13e-4(c))








ITEM 5.02.  Departures  of  Directors  or  Principal  Officers;   Election  of
            Directors; Appointment of Principal Officers.

(b)-(c) On May 27, 2005,  Apartment  Investment and Management Company ("Aimco")
announced  that  Paul J.  McAuliffe,  49,  has  elected  to step  down as  chief
financial  officer in first quarter 2006 to assume a senior  advisory role as an
executive vice president supporting Aimco in various capital markets activities.
Mr.  McAuliffe  plans to return with his family to his native New Jersey.  Since
October 1999, Mr. McAuliffe has served as the chief financial  officer of Aimco.
Aimco will begin an orderly  transition with Thomas M. Herzog, 42, currently the
chief  accounting  officer of Aimco and of the  corporate  general  partner (the
"Corporate  General  Partner")  succeeding  Mr.  McAuliffe  as  chief  financial
officer.  Since January 2004, Mr. Herzog has served as senior vice president and
chief accounting  officer of Aimco and the Corporate General Partner.  Effective
July 1,  2005,  Mr.  Herzog  will  become  executive  vice  president  and chief
accounting  officer of Aimco and the Corporate  General  Partner and will assume
the chief  financial  officer title when Mr.  McAuliffe  assumes his new role in
early 2006. Prior to joining Aimco and the Corporate General Partner, Mr. Herzog
was at GE Real Estate, serving as chief accounting officer and global controller
from April 2002 to January 2004 and as chief  technical  advisor from March 2000
to April 2002.  Prior to joining GE Real  Estate,  Mr.  Herzog was at Deloitte &
Touche LLP from 1990 to 2000.  The  successor to Mr. Herzog in the role of chief
accounting officer has not yet been determined.







                                    SIGNATURE


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 hereunto duly authorized.



                                Jacques-Miller Income Fund L.P. - II


                                By: Jacques-Miller, Inc.
                                    Corporate General Partner

                                By: /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President

                               Date: June 1, 2005