AMENDMENT NO. 1
                                TO
    
                             FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C.  20549

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

FOR THE QUARTERLY PERIOD ENDED..................................JUNE 30, 1995

                                OR

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

FOR THE TRANSITION PERIOD FROM.....................TO......................
COMMISSION FILE NUMBER   0-16793


                     BASS REAL ESTATE FUND II
        (EXACT NAME OF PARTNERSHIP AS SPECIFIED IN ITS CHARTER)


          NORTH CAROLINA                               56-1490907
(STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)


     4000 PARK ROAD     CHARLOTTE, NORTH CAROLINA              28209
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)            (ZIP CODE)


PARTNERSHIP'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (704) 523-9407
                             ____________

    INDICATE BY CHECK MARK WHETHER THE PARTNERSHIP (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
PARTNERSHIP WAS REQUIRED TO FILE SUCH REPORTS), AND [2] HAS BEEN SUBJECT TO 
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.


      YES     X                                       NO
               _______                                      ________




                 PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings
         Response:  None

Item 2.  Changes in Securities
         Response:  None

Item 3.  Defaults upon Senior Securities
         Response:  None

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

Item 5.  Other Information
         Response:  None

Item 6.  Exhibits and Reports on Form 8-K

              (a)  Exhibits

        3(a)   Copy  of  Certificate of Limited  Partnership dated  as
               of November 13, 1985, filed as  Exhibit 3(a)  to the
               Partnership's Form 10-K Annual Report for the fiscal year
               ended December 31, 1987, filed with the Securities and
               Exchange Commission, which is incorporated herein by
               reference.

        3(b)   Copy   of   Amended  and  Restated   Limited Partnership
               Agreement  dated  as  of   July   10, 1986,  filed  as
               Exhibit 3(b) to the Partnership's Form  10-K Annual
               Report for the fiscal year ended December  31, 1987,
               filed with the Securities  and Exchange Commission, which
               is incorporated  herein by reference.

        3(c)   Copy of Amended and Restated Certificate  of Limited
               Partnership, dated as of July  10,  1986, filed as
               Exhibit 3(c) to the Partnership's Form 10- K Annual
               Report for the fiscal year ended December 31,  1987,
               filed with the Securities and  Exchange Commission,
               which  is  incorporated   herein   by reference.

        3(d)   Copy   of   Second  Amended   and   Restated Certificate
               of Limited Partnership, dated  as  of July  31,  1986,
               files as  Exhibit  3(d)  to  the Partnership's  Form
               10-K Annual  Report  for  the

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BASS REAL ESTATE FUND II

               fiscal  year ended December 31, 1987,  filed  with the
               Securities and Exchange Commission, which  is
               incorporated herein by reference.

        3(e)   Copy of Third Amended and Restated Certificate of
               Limited  Partnership, dated as of  August  29, 1986,
               filed  as Exhibit 3(e) to the Partnership's Form  10-K
               Annual Report for the fiscal year ended December  31,
               1987, filed with the Securities  and Exchange Commission,
               which is incorporated  herein by reference.

         3(f)  Copy   of   Fourth  Amended  and   Restated Certificate
               of Limited Partnership,  date  as  of September 30, 1986,
               filed as Exhibit 3(f)  to  the Partnership's  Form  10-K
               Annual  Report  for  the fiscal  year ended December 31,
               1987,  filed  with the  Securities and Exchange
               Commission, which  is incorporated herein by reference.

         3(g)  Copy  of  Certificate  of  Domestic  Limited Partnership,
               dated as of October 31,  1986,  filed as  Exhibit  3(g)
               to the Partnership's  Form  10-K Annual  Report for the
               fiscal year ended  December 31,  1987, filed with the
               Securities and  Exchange Commission,  which  is
               incorporated   herein   by reference.

   
         27    Article 5 FDS for 2nd Quarter 10-Q filed herewith.
    

        (b)  Reports on Form 8-K.   No reports on Form 8-K  were  filed
       during the quarter covered  by  this report.

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BASS REAL ESTATE FUND II

                         SIGNATURES

      Pursuant  to  the requirements of the  Securities  and
Exchange  Act of 1934, the Partnership has duly caused  this
Report  to  be  signed  on  its behalf  by  the  undersigned
thereunto duly authorized.


BASS REAL ESTATE FUND II

  By Marion Bass Real Estate Group, Inc. as Managing General
Partner


  By /s/ Marion F. Bass
       Marion F. Bass, President

  Date 8/7/95 hand written


  By /s/ Robert J. Brietz
       Robert J. Brietz, Executive Vice President

  Date 8/7/95 hand written

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