SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                     ---------------------------------------

                                  SCHEDULE TO/A
                                 (Rule 14d-100)
            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No. 2)
                                (Final Amendment)


                        REAL ESTATE ASSOCIATES LIMITED II
                       (Name of Subject Company (Issuer))

                        AIMCO PROPERTIES, L.P. -- OFFEROR
            (Names of Filing Persons (Identifying Status as Offeror,
                            Issuer or Other Person))

                            LIMITED PARTNERSHIP UNITS
                         (Title of Class of Securities)

                                      NONE
                      (CUSIP Number of Class of Securities)

                                 Patrick J. Foye
                            Executive Vice President
                   Apartment Investment and Management Company
                           Colorado Center, Tower Two
                   2000 South Colorado Boulevard, Suite 2-1000
                             Denver, Colorado 80222
                                 (303) 757-8081
- --------------------------------------------------------------------------------
                 (Name, Address, and Telephone Numbers of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                                    Copy To:
                                Gregory M. Chait
                                  Robert Barker
                     Powell, Goldstein, Frazer & Murphy LLP
                     191 Peachtree Street, N.E., Suite 1600
                             Atlanta, Georgia 30303
                                 (404) 572-6600

                            CALCULATION OF FILING FEE

Transaction Valuation*                 Amount of Filing Fee**
- ----------------------                 ----------------------

$311,688.00                            $28.68


*    For purposes of calculating the fee only.

**   Previously paid.

     [ ] Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     Amount Previously Paid:   __________          Filing Party:   __________

     Form or Registration No.:  _________          Date Filed:    ___________

     [ ] Check the box if the filing relates solely to preliminary
     communications made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which
     the statement relates:

     [X] third-party tender offer     [ ] going-private transaction
         subject to Rule 14d-1.           subject to Rule 13e-3.

     [ ] issuer tender offer          [ ] amendment to Schedule 13D under
         subject to Rule 13e-4.           Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
     results of the tender offer: [X]





                             TENDER OFFER STATEMENT

         This is the Final Amendment to the Tender Offer Statement on Schedule
TO filed by AIMCO Properties, L.P., a Delaware limited partnership, in
connection with its tender offer to purchase outstanding units of limited
partnership interest of Real Estate Associates Limited II, a California limited
partnership, at a price of $117.00 per unit in cash, subject to the conditions
set forth in the Offer to Purchase, dated September 16, 2002 , and in the
related Letter of Transmittal and Acknowledgment and Agreement, which, as
amended and supplemented from time to time, together constitute the tender
offer.

         At midnight, New York City time, on November 11, 2002, the offer
expired pursuant to its terms. A total of 489 units, representing approximately
9.09% of the outstanding units, were validly tendered and not withdrawn pursuant
to the offer. AIMCO Properties, L.P. has accepted an assignment of all of such
units in exchange for a payment of $117.00 per unit.



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                                    SIGNATURE

         After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.

Dated: November 14, 2002
                                          AIMCO PROPERTIES, L.P.

                                          By: AIMCO-GP, INC.
                                              (General Partner)

                                          By:   /s/ Patrick J. Foye
                                             -----------------------------------
                                             Executive Vice President




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