FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               (As last amended in Rel. No. 312905, eff. 4/26/93.)

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

                                   FORM 10-Q/A

(Mark One)

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
      Exchange Act of 1934


                  For the quarterly period ended March 31, 1996

                                        
[  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                  For the transition period.........to.........
             (Amended by Exchange Act Rel. No. 312905, eff. 4/26/93)

                         Commission file number 0-16491



                            GROWTH HOTEL INVESTORS II
             (Exact name of registrant as specified in its charter)



          California                                           94-2997382
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                          One Insignia Financial Plaza
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

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


Indicate by check mark whether the Registrant (1) has filed all documents and
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      .


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


Investment Properties:

A description of the hotel properties in which the Partnership has an ownership

interest, together with occupancy and room rate data follows:



                                            Average               Average Daily
                                         Occupancy Rate             Room Rate
                                       For Quarter Ended        For Quarter Ended
                                           March 31,                March 31,
 Name and Location                      1996        1995         1996        1995
                                                                                 
 Growth Hotel Investors II:                                                      
                                                                                 
 Hampton Inn-Kansas City                75%          79%         $ 57.24     $ 52.05
 Kansas City, Missouri                                                           
                                                                                 
 Hampton Inn-Eden Prairie               68%          64%           57.73       54.74
 Eden Prairie, Minnesota                                                         
                                                                                 
 Hampton Inn-Dublin                     63%          65%           55.73       52.38
 Dublin, Ohio                                                                    
                                                                                 
 Hampton Inn-North Dallas               81%          79%           64.94       61.96
 Addison, Texas                                                                  
                                                                                 
 Hampton Inn-St. Louis                  61%          64%           59.44       57.08
 St. Louis, Missouri                                                             
                                                                                 
 Hampton Inn-Colorado Springs           74%          64%           45.38       41.10
 Colorado Springs, Colorado                                                      
                                                                                 
 Growth Hotel Investors                                                          
      Combined Fund No. 1:                                                       
                                                                                 
 Hampton Inn-Memphis I40 East           65%          71%           53.20       50.36
 Memphis, Tennessee                                                              
                                                                                 
 Hampton Inn-Columbia-West              73%          82%           58.96       53.03
 West Columbia, South Carolina                                                   

                                                                                 
 Hampton Inn-Spartanburg                54%          63%           51.61       46.23
 Spartanburg, South Carolina                                                     
                                                                                 
 Hampton Inn-Little Rock, North         64%          72%           51.37       46.78
 North Little Rock, Arkansas                                                     
                                                                                 
 Hampton Inn-Amarillo                   59%          64%           49.70       46.68
 Amarillo, Texas                                                                 
                                                                                 



                                                                                 

                                            Average               Average Daily
                                         Occupancy Rate             Room Rate
                                       For Quarter Ended        For Quarter Ended
                                           March 31,                March 31,
 Name and Location                      1996        1995         1996        1995

                                                                                 
 Growth Hotel Investors                                                          
      Combined Fund No. 1:                                                       
                  (continued)                                                    

                                                                                 
 Hampton Inn-Greenville                 76%          77%         $ 57.79     $ 51.92
 Greenville, South Carolina                                                      
                                                                                 
 Hampton Inn-Charleston-Airport         74%          70%           53.57       52.76
 North Charleston, South Carolina                                                
                                                                                 
 Hampton Inn-Memphis-Poplar             79%          80%           67.95       63.00
 Memphis, Tennessee                                                              
                                                                                 
 Hampton Inn-Greensboro                 77%          85%           63.42       55.79
 Greensboro, North Carolina                                                      
                                                                                 
 Hampton Inn-Birmingham                 71%          80%           60.51       57.17
 Birmingham, Alabama                                                             
                                                                                 
 Hampton Inn-Atlanta-Roswell            75%          81%           63.36       55.86
 Roswell, Georgia                                                                
                                                                                 
 Hampton Inn-Chapel Hill                81%          81%           60.29       54.68
 Chapel Hill, North Carolina                                                     
                                                                                 
 Hampton Inn-Dallas-Richardson          78%          71%           55.60       50.25
 Richardson, Texas                                                               
                                                                                 
 Hampton Inn-Nashville-                 67%          81%           64.66       59.20
      Briley Parkway                                                             
 Nashville, Tennessee                                                            
                                                                                 
 Hampton Inn-San Antonio-Northwest      54%          59%           55.87       56.28

 San Antonio, Texas                                                              
                                                                                 
 Hampton Inn-Madison Heights            69%          63%           57.38       53.19
 Madison Heights, Michigan                                                       
                                                                                 
 Hampton Inn-Mountain Brook             77%          68%           60.78       56.40
 Birmingham, Alabama                                                             
                                                                                 
 Hampton Inn-Northlake                  78%          77%           60.22       53.34
 Atlanta, Georgia                                                                






The Partnership's net income for the three months ended March 31, 1996, was
approximately $1,486,000 as compared to $803,000 for the same period of 1995. 
The increase in net income is attributable to an increase in hotel revenues due
to an overall room rate increase at the Partnership's investment properties
along with a decrease in mortgage interest due to the repayment of long-term
debt on its Hampton Inn - Dublin and Hampton Inn - Kansas City properties 
during the fourth quarter of 1995.  Partially offsetting these increases to 
income were increases in hotel operating expenses, depreciation expense and 
general and administrative expenses.  Finally affecting the increase in net 
income was a decrease in loss attributable to the minority interest to joint 
venture partners.

As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the hotel market environment of its investment properties to
assess the feasibility of increasing rates, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses.  As part of
this plan, the Managing General Partner attempts to protect the Partnership 
from the burden of inflation-related increases in expenses by increasing rates 
and maintaining a high overall occupancy level.  However, due to changing 
market conditions, which can result in the use of concessions and room rate 
reductions to offset softening market conditions, there is no guarantee that 
the Managing General Partner will be able to sustain such a plan.

At March 31, 1996, the Partnership had unrestricted cash of $6,486,000 as
compared to $9,302,000 at March 31, 1995.  Net cash provided by operating
activities increased due to the increase in net income discussed above along
with the Partnership incurring costs of $1,425,000 during the first quarter of
1995 in relation to a buyout agreement as discussed in "Item 1. Financial
Statements Note E".  Net cash used in investing activities increased primarily
as a result of increases in deposits to restricted cash.  Net cash used in
financing activities decreased primarily as a result of a difference in the
timing of payments of distributions from the Combined Fund to the Partnership.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership.  Such assets are currently
thought to be sufficient for any near-term needs of the Partnership.  The
mortgage indebtedness of $49,935,000 includes mortgages with maturity dates
ranging from 1996 through 2016.  A balloon payment on the mortgage encumbering
the Partnership's Hampton Inn - North Dallas property is due in December 1996 
in the amount of approximately $2,927,000.  The Partnership's consolidated 
joint venture, the Combined Fund, has balloon payments due in August 1996 of
approximately $35,323,000.  The Partnership's remaining properties have 
balloon payments due in 1998 and 2016.  The Managing General Partner is 
currently evaluating the feasibility of selling all of the investment 
properties (as discussed in further detail below) or the refinancing 
opportunities.  Future cash distributions will depend on the levels of cash 
generated from operations, property sales, and the availability of cash 
reserves.  A cash distribution of approximately $865,000 was paid to the 
partners in the first quarters of 1996 and 1995.

On February 15, 1996, Devon Associates, a New York general partnership,
commenced a tender offer (the "Offer") for up to 21,000 of the outstanding Units
at a purchase price of $750.00 per Unit.  Due to the participation in the tender
offer by affiliates of NPI Realty, and the Managing General Partner's related,
existing and potential conflicts of interest, the Partnership, in its Schedule
14D-9 filed with Securities and Exchange Commission and sent to limited
partners, expressed no opinion and made no recommendation as to whether limited
partners should tender their Units pursuant to the Offer.  The expiration of the
tender offers described above was midnight, New York time, on March 25, 1996. 
See Items 2-4 of the Schedule 14D-9 of the Partnership, as filed with the
Commission on February 29, 1996, as amend by "Amendment No. 1" thereto, as filed
with the Commission on March 7, 1996, and as further amended by "Amendment No.
2" thereto, as filed with the Commission on March 14, 1996 and as further
amended by "Amendment No. 3" thereto filed with the Commission on March 18, 1996
(collectively, the "Schedule 14D-9"), for additional information with respect to
the Offer and the current and potential conflicts of interest of MRC-85, which
Items 2-4 are incorporated herein by reference.  Devon Associates acquired
17,287 units with respect to this offer.  See Part II - Item 1 - Legal
Proceedings.

On March 31, 1996, the Partnership received a letter advising that the
Partnership's and Growth Hotel Investors II ("GHI II") joint venture partner in
certain of the hotel properties was offering $147,000,000 in cash for all 28
hotel properties directly or indirectly owned by the Partnership and GHI II. 
See "Amendment No. 2" to the Partnership's Statement on Schedule 14D-9, as filed
with the Commission on March 14, 1996, for a more complete description of this

offer, which "Amendment No. 2 is hereby incorporated by reference herein.  By
the terms of the offer, the offer expired on March 31, 1996.  The Managing
General Partner determined that before the offer could be recommended, if at
all, to the Partnership's limited partners further analysis of the hotel
properties and their value was needed.  See Part II. Item 1 - Legal Proceedings
for information with respect to the marketing of the hotel properties for sale
in connection with the settlement of the actions arising out of the Devon
Associates tender offers.


                                   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.





                                          GROWTH HOTEL INVESTORS II

                                          By:   MONTGOMERY REALTY COMPANY 85,
                                                its general partner


                                          By:   NPI REALTY MANAGEMENT CORP.
                                                MANAGING GENERAL PARTNER


                                                /s/William H. Jarrard, Jr.      
                                                President and Director



                                          Date: May 17, 1996