UNITED STATES                   OMB APPROVAL
 SECURITIES AND EXCHANGE COMMISSION   OMB  NUMBER:  3235-0058
       Washington, D.C. 20549         Expires:   May 31, 1997
                                      Estimated average burden
             FORM 12B-25              hours per response............2.50

     NOTIFICATION OF LATE FILING                SEC FILE NUMBER
                                                    0-16491
                                                  CUSIP NUMBER


(Check One):   Form 10-K     Form 20-F    Form 11-K  X Form 10-Q   Form N-SAR

          [  ]  Transition Report on Form 10-K
          [  ]  Transition Report on Form 20-F
          [  ]  Transition Report on Form 11-K
          [  ]  Transition Report on Form 10-Q
          [  ]  Transition Report on Form N-SAR
          For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.


If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


PART I - REGISTRANT INFORMATION

Growth Hotel Investors II
Full Name of Registrant


Former Name if Applicable

One Insignia Financial Plaza
Address of Principal Executive Office (Street and Number)

Greenville, South Carolina 29602
City, State and Zip Code

PART II - RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.  (Check box if appropriate).

     (a)  The reasons described in reasonable detail in Part III of this form 
          could not be eliminated without unreasonable effort or expense;
     (b)  The subject annual report, semi-annual report, transition report on 
          Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be 
          filed on or before the fifteenth calendar day following the
X         prescribed due date; or the subject quarterly report of transition 
          report on Form 10-Q, or portion thereof will be filed on or before the
          fifth calendar day following the prescribed due date; and
     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof , could not be filed within
the prescribed time period.

On June 24, 1997, Growth Hotel Investors II, a California limited partnership
(the "Partnership"), sold all of its investment properties, consisting of the
Hampton Inn-Kansas City, Hampton Inn-Eden Prairie, Hampton Inn - Dublin, and
Hampton Inn -Colorado Springs for a sales price of $19,618,973.  The Partnership
has a controlling interest in three joint venture partnerships, GHI II Big River
Associates, Hampton/GHI Associates No. 2 and Growth Hotel Investors Combined
Fund No. 1.  On June 24, 1997, GHI II Big River Associates sold its investment
property, Hampton Inn - St. Louis for a purchase price of $4,881,080.
Additionally, Hampton/GHI Associates No. 2 sold its investment property, Hampton
Inn - North Dallas for a sales price of $10,200,000. Finally, on June 24, 1997,
Hampton/GHI Associates No. 1, a joint venture in which Growth Hotel Investors
Combined Fund No. 1 owns 80% sold 17 of its 18 investment properties, consisting
of the Hampton Inn - Memphis-I-40, Hampton Inn - Columbia West, Hampton Inn -
Spartanburg, Hampton Inn - Little Rock, Hampton Inn - Amarillo, Hampton Inn -
Greenville, Hampton Inn - Charleston, Hampton Inn - Memphis-Poplar, Hampton Inn
- - Greensboro, Hampton Inn - Birmingham, Hampton Inn - Atlanta, Hampton Inn -
Chapel Hill, Hampton Inn - Dallas, Hampton Inn - Nashville, Hampton Inn - San
Antonio, Hampton Inn - Madison Heights, Hampton Inn - Northlake for a purchase
price of  $105,936,107.  The investment properties were sold to an unrelated
third party, Equity Inns Partnership, L.P., a Tennessee limited partnership.
The properties were sold pursuant to the settlement of the class action lawsuit
brought in connection with the tender offer made by Devon Associates (discussed
in Item 3 of the Partnership's Annual Report on Form 10-K for the period ending
December 31, 1996.)  The Partnership anticipates that its interest in the last
hotel property, the Hampton Inn - Mountain Brook, will be disposed of during the
third quarter of 1997.  The property remains under contract with Equity Inns
Partnership, L.P. pending satisfaction of certain condition precedents,
including obtaining the consent to the assignment of a ground lease from the
ground landlord.

Due to the large volume of transactions, and the supporting documentation
required to accurately reflect such transactions, associated with the sale of
these twenty-seven investment properties, the Form 10-Q could not be filed
within the prescribed time period.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification.

     Louise Fletcher                 864            239-1541
            (Name)               (Area Code)   (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed?  If answer
                                                                   X Yes      No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?
                                                                   X Yes      No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

                            See Part III - Narrative

                           Growth Hotel Investors II
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date  August 11, 1997   By /s/ William H. Jarrard, Jr., President & Director

INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                   ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act.  The information contained in
     or filed with the form will be made a matter of public record in the
     Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications must also be filed on form 12b-25 but need
     not restate information that has been correctly furnished.  The form shall
     be clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely file a report solely due to electronic difficulties.  Filers
     unable to submit a report within the time period prescribed due to
     difficulties in electronic filing should comply with either Rule 201 or
     Rule 202 of Regulation S-T (Sec. 232.201 or  Sec. 232.202 of this chapter)
     or apply for an adjustment in filing date pursuant to Rule 13(b) of
     Regulation S-T (Sec.232.13(b) of this chapter).