<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1995.

                                                   REGISTRATION NO. 33-_________



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                         BANYAN STRATEGIC LAND FUND II
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                            
<TABLE>
               <S>                                                                <C>
                                 DELAWARE                                              36-1490038
                      (STATE OR OTHER JURISDICTION OF                                  (I.R.S. EMPLOYER
                      INCORPORATION OR ORGANIZATION)                                   IDENTIFICATION NO.)

                150 SOUTH WACKER DRIVE, SUITE 2900, CHICAGO, ILLINOIS                         60606
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                               (ZIP CODE)
</TABLE>

                            -----------------------

  BANYAN STRATEGIC LAND FUND II 1994 EXECUTIVE AND DIRECTOR STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                               LEONARD G. LEVINE
                         BANYAN STRATEGIC LAND FUND II
                             150 SOUTH WACKER DRIVE
                                   SUITE 2900
                            CHICAGO, ILLINOIS  60606
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (312) 553-9800
          TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE

                                WITH A COPY TO:
                            MICHAEL J. CHOATE, ESQ.
                        SHEFSKY, FROELICH & DEVINE LTD.
                           444 NORTH MICHIGAN AVENUE
                                   SUITE 2500
                            CHICAGO, ILLINOIS  60611
                                 (312) 527-4000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
     TITLE OF EACH CLASS OF      AMOUNT TO BE        PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM AGGRE-         AMOUNT OF
  SECURITIES TO BE REGISTERED    REGISTERED (1)        PRICE PER SHARE (2)           GATE OFFERING PRICE (2)      REGISTRATION FEE
  ---------------------------    --------------      -------------------------       -----------------------      ----------------
 <S>                             <C>                         <C>                         <C>                        <C>
 COMMON STOCK, PAR VALUE         1,000,000                   $1.19                          $1,190,000                 $411
  $0.01 PER SHARE                SHARES                                           
</TABLE>



(1)    SUBJECT TO INCREASE (OR DECREASE) IN ACCORDANCE WITH RULE 416 OF
       REGULATION C TO REFLECT A MERGER, CONSOLIDATION, REORGANIZATION,
       RECAPITALIZATION, STOCK DIVIDEND, STOCK SPLIT OR OTHER CHANGE IN THE
       CORPORATE STRUCTURE OF THE REGISTRANT WHICH RESULTS IN A CHANGE IN THE
       NUMBER OF SHARES ISSUABLE PURSUANT TO OUTSTANDING AWARDS UNDER THE PLAN.
(2)    ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
       PURSUANT TO RULES 457(C) AND 457(H) OF REGULATION C, ON THE BASIS OF THE
       AVERAGE OF THE HIGH ($1.19) AND LOW ($1.19) PRICES OF THE SHARES OF
       COMMON STOCK OF THE REGISTRANT ON THE CONSOLIDATED REPORTING SYSTEM ON
       AUGUST 17, 1995.
<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference:

          (a)      the Annual Report on Form 10-KSB for the fiscal year ended
                   December 31, 1994;

          (b)      the Quarterly Report on Form 10-QSB for the quarterly period
                   ended March 31, 1995;

          (c)      the Quarterly Report on Form 10-QSB for the quarterly period
                   ended June 30, 1995; and

          (d)      the description of the Registrant's Common Stock set forth
                   in Registrant's Registration Statement filed pursuant to
                   Section 12 of the Securities Exchange Act of 1934, as
                   amended (the "Exchange Act"), and any amendments or reports
                   filed for the purpose of updating such description.

          All documents filed subsequent to the foregoing by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part thereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The indemnification of the Registrant's directors and officers is
subject to the requirements of the laws of the State of Delaware, the
Registrant's state of incorporation, and the provisions of the Registrant's
By-Laws.  The General Corporation Law of Delaware (the "GCL") provides that a
Delaware corporation has the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,





                                       1
<PAGE>   3

criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The GCL further provides
that a Delaware corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court deems proper.

          The Registrant's By-Laws provide that the directors, the advisor and
their affiliates who perform services on behalf of the Registrant will be
indemnified and held harmless by the Registrant against any losses, judgments,
liabilities, expenses and amounts paid in settlement of any claims sustained by
them in connection with the Registrant, provided that (a) such person has
determined, in good faith, that the course of conduct which caused the loss or
liability was in the best interest of the Registrant, (b) such liability or
loss was not the result of negligence or misconduct by such person, and (c)
such indemnification or agreement to hold harmless is recoverable only out of
the assets of the Registrant and not from the Registrant's stockholders.  The
Registrant's By-Laws do not allow indemnification for any liability imposed by
judgment, and costs associated therewith, including attorneys' fees, arising
from or out of a violation of state or federal securities laws.
Notwithstanding the foregoing, the Registrant's By-Laws provide that the
directors and their affiliates will not be indemnified for losses, liabilities,
settlements and related expenses of lawsuits alleging securities law violations
unless a court (a) approves the settlement and finds that indemnification of
the settlement and related costs should be made, or (b) approves
indemnification of litigation costs if there has been a dismissal with
prejudice or a successful adjudication on the merits of each count involving
alleged securities law violations as to the particular indemnitee.

          Pursuant to the GCL, expenses (including attorneys' fees) incurred by
any officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by a corporation in
advance of the final disposition of the action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay all
amounts advanced if it is





                                       2
<PAGE>   4

ultimately determined that he is not entitled to be indemnified by the
corporation.  The Registrant's By-Laws provide that the Registrant may advance
funds to a person for legal expenses and other costs incurred as a result of a
legal action if the following three conditions are satisfied:  (a) the legal
action relates to the performance of duties or services by such person on
behalf of the Registrant; (b) the legal action is initiated by a third party
who is not a stockholder of the Registrant; and (c) such person agrees in
writing to repay the Registrant any funds advanced on such person's behalf if
it is ultimately determined by a court of competent jurisdiction that he is not
entitled to indemnification by the Registrant.

          The GCL also provides that a Delaware corporation has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the GCL.
The Registrant's By-Laws grant the Registrant the power to purchase and
maintain liability insurance on behalf of any person entitle to indemnity
thereunder.  The Registrant maintains liability insurance on behalf of its
officers and directors.  The Registrant's By-Laws provide, however, that the
Registrant may not incur the cost of that portion of liability insurance which
insures any party against any liability for which he could not be indemnified.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable

ITEM 8.   EXHIBITS.

  Exhibit No.

          4(a)     Certificate of Incorporation of VMS Strategic Land Fund II
                   (now known as Banyan Strategic Land Fund II)

          4(b)     Certificate of Amendment of Certificate of Incorporation of
                   VMS Strategic Land Fund II (now known as Banyan Strategic
                   Land Fund II)

          4(c)     Certificate of Amendment of Certificate of Incorporation of
                   VMS Strategic Land Fund II (now known as Banyan Strategic
                   Land Fund II)

          4(d)     Third Amendment to the Certificate of Incorporation of
                   Banyan Strategic Land Fund II

          4(e)     By-Laws of VMS Strategic Land Fund II (now known as Banyan
                   Strategic Land Fund II)





                                       3
<PAGE>   5

          4(f)     Banyan Strategic Land Fund II 1994 Executive and Director
                   Stock Option Plan

          5        Opinion of Shefsky, Froelich & Devine Ltd. re: legality

          23(a)    Consent of Shefsky, Froelich & Devine Ltd. (included in its
                   opinion filed as Exhibit 5)

          23(b)    Consent of Ernst & Young LLP

          24       Power of Attorney (included on the signature pages to this
                   Registration Statement).

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (a)      to file, during any period in which it offers or sells
                   securities, a post-effective amendment to this Registration
                   Statement to include any additional or changed material
                   information on the plan of distribution.

          (b)      that, for determining liability under the Securities Act,
                   treat each post-effective amendment as a new registration
                   statement of the securities offered, and the offering of the
                   securities at that time to be the initial bona fide offering
                   thereof.

          (c)      to file a post-effective amendment to remove from
                   registration any of the securities that remain unsold at the
                   end of the offering.

          (d)      that, for purposes of determining any liability under the
                   Securities Act, each filing of the Registrant's annual
                   report pursuant to Section 13(a) or Section 15(d) of the
                   Exchange Act (and, where applicable, each filing of an
                   employee benefit plan's annual report pursuant to Section
                   15(d) of the Exchange Act) that is incorporated by reference
                   in this Registration Statement shall be deemed to be a new
                   registration statement relating to the securities offered
                   therein, and the offering of such securities at that time
                   shall be deemed to be the initial bona fide offering
                   thereof.

          (e)      insofar as indemnification for liabilities arising under the
                   Securities Act may be permitted to directors, officers and
                   controlling persons of the Registrant pursuant to the
                   foregoing provisions, or otherwise, the Registrant has been
                   advised that in the opinion of the Securities and Exchange
                   Commission such indemnification is against public policy as
                   expressed in such Act and is, therefore, unenforceable.  In
                   the event that a claim for indemnification against such
                   liabilities (other than the payment by the Registrant of
                   expenses incurred or paid by a director, officer or
                   controlling person of the Registrant in the successful
                   defense of any action, suit or proceeding) is asserted by
                   such director, officer or controlling person in connection
                   with the securities being registered, the Registrant will,
                   unless in the opinion of its counsel the matter has been
                   settled by controlling precedent, submit to a court of
                   appropriate





                                       4
<PAGE>   6

          jurisdiction the question whether such indemnification by it is
          against public policy as expressed in the Act and will be governed by
          the final adjudication of such issue.





                                       5
<PAGE>   7

                                   SIGNATURES


          The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on August 16, 1995.

                                    BANYAN STRATEGIC LAND FUND II


                                    By:  /s/Leonard G. Levine       
                                         President (Principal Executive Officer)
<PAGE>   8

                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert G. Higgins and Leonard G. Levine,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may all fully do or cause to be done by
virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<S>                                        <C>                                           <C>
Signature                                           Title                                     Date
---------                                           -----                                     ----

/s/ Leonard G. Levine                         President                                  August 16, 1995
------------------------------------           (Principal Executive Officer)                             
Leonard G. Levine                             
                                              
/s/ Joel G. Teglia                            Chief Financial Officer                    August 16, 1995
------------------------------------           (Principal Financial Officer and  
Joel G. Teglia                                 Principal Accounting Officer)     
                                              
                                              
/s/ Walter E. Auch, Sr.                       Director                                   August 16, 1995
------------------------------------
Walter E. Auch, Sr.

/s/ Gerald L. Nudo                            Director                                   August 16, 1995
------------------------------------
Gerald L. Nudo

/s/ Robert G. Ungerleider                     Director                                   August 8, 1995
------------------------------------                                                                   
Robert G. Ungerleider
</TABLE>

              (A majority of the Registrant's board of directors)
<PAGE>   9

                                    EXHIBITS

  Exhibit No.

          4(a)     Certificate of Incorporation of VMS Strategic Land Fund II
                   (now known as Banyan Strategic Land Fund II)

          4(b)     Certificate of Amendment of Certificate of Incorporation of
                   VMS Strategic Land Fund II (now known as Banyan Strategic
                   Land Fund II)

          4(c)     Certificate of Amendment of Certificate of Incorporation of
                   VMS Strategic Land Fund II (now known as Banyan Strategic
                   Land Fund II)

          4(d)     Third Amendment to the Certificate of Incorporation of
                   Banyan Strategic Land Fund II

          4(e)     By-Laws of VMS Strategic Land Fund II (now known as Banyan
                   Strategic Land Fund II)

          4(f)     Banyan Strategic Land Fund II 1994 Executive and Director
                   Stock Option Plan

          5        Opinion of Shefsky, Froelich & Devine Ltd. re: legality

          23(a)    Consent of Shefsky, Froelich & Devine Ltd. (included in
                   its opinion filed as Exhibit 5)

          23(b)    Consent of Ernst & Young LLP

          24       Power of Attorney (included on the signature pages to this
                   Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21649}]
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1995.

                                                   REGISTRATION NO. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         BANYAN STRATEGIC LAND FUND II
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                              36-1490038
                      (STATE OR OTHER JURISDICTION OF                                  (I.R.S. EMPLOYER
                      INCORPORATION OR ORGANIZATION)                                   IDENTIFICATION NO.)

                150 SOUTH WACKER DRIVE, SUITE 2900, CHICAGO, ILLINOIS                         60606
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                               (ZIP CODE)
-----------------------

  BANYAN STRATEGIC LAND FUND II 1994 EXECUTIVE AND DIRECTOR STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                               LEONARD G. LEVINE
                         BANYAN STRATEGIC LAND FUND II
                             150 SOUTH WACKER DRIVE
                                   SUITE 2900
                            CHICAGO, ILLINOIS  60606
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (312) 553-9800
          TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE

                                WITH A COPY TO:
                            MICHAEL J. CHOATE, ESQ.
                        SHEFSKY, FROELICH & DEVINE LTD.
                           444 NORTH MICHIGAN AVENUE
                                   SUITE 2500
                            CHICAGO, ILLINOIS  60611
                                 (312) 527-4000

                        CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF      AMOUNT TO BE        PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM AGGRE-         AMOUNT OF
  SECURITIES TO BE REGISTERED    REGISTERED (1)        PRICE PER SHARE (2)           GATE OFFERING PRICE (2)      REGISTRATION FEE
  ---------------------------    --------------      -------------------------       -----------------------      ----------------
COMMON STOCK, PAR VALUE         1,000,000                   $1.19                          $1,190,000                 $411
  $0.01 PER SHARE                SHARES
(1)    SUBJECT TO INCREASE (OR DECREASE) IN ACCORDANCE WITH RULE 416 OF
       REGULATION C TO REFLECT A MERGER, CONSOLIDATION, REORGANIZATION,
       RECAPITALIZATION, STOCK DIVIDEND, STOCK SPLIT OR OTHER CHANGE IN THE
       CORPORATE STRUCTURE OF THE REGISTRANT WHICH RESULTS IN A CHANGE IN THE
       NUMBER OF SHARES ISSUABLE PURSUANT TO OUTSTANDING AWARDS UNDER THE PLAN.
(2)    ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
       PURSUANT TO RULES 457(C) AND 457(H) OF REGULATION C, ON THE BASIS OF THE
       AVERAGE OF THE HIGH ($1.19) AND LOW ($1.19) PRICES OF THE SHARES OF
       COMMON STOCK OF THE REGISTRANT ON THE CONSOLIDATED REPORTING SYSTEM ON
       AUGUST 17, 1995.
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference:

          (a)      the Annual Report on Form 10-KSB for the fiscal year ended
                   December 31, 1994;

          (b)      the Quarterly Report on Form 10-QSB for the quarterly period
                   ended March 31, 1995;

          (c)      the Quarterly Report on Form 10-QSB for the quarterly period
                   ended June 30, 1995; and

          (d)      the description of the Registrant's Common Stock set forth
                   in Registrant's Registration Statement filed pursuant to
                   Section 12 of the Securities Exchange Act of 1934, as
                   amended (the "Exchange Act"), and any amendments or reports
                   filed for the purpose of updating such description.

          All documents filed subsequent to the foregoing by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part thereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The indemnification of the Registrant's directors and officers is
subject to the requirements of the laws of the State of Delaware, the
Registrant's state of incorporation, and the provisions of the Registrant's
By-Laws.  The General Corporation Law of Delaware (the "GCL") provides that a
Delaware corporation has the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,

                                       1
3

criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The GCL further provides
that a Delaware corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court deems proper.

          The Registrant's By-Laws provide that the directors, the advisor and
their affiliates who perform services on behalf of the Registrant will be
indemnified and held harmless by the Registrant against any losses, judgments,
liabilities, expenses and amounts paid in settlement of any claims sustained by
them in connection with the Registrant, provided that (a) such person has
determined, in good faith, that the course of conduct which caused the loss or
liability was in the best interest of the Registrant, (b) such liability or
loss was not the result of negligence or misconduct by such person, and (c)
such indemnification or agreement to hold harmless is recoverable only out of
the assets of the Registrant and not from the Registrant's stockholders.  The
Registrant's By-Laws do not allow indemnification for any liability imposed by
judgment, and costs associated therewith, including attorneys' fees, arising
from or out of a violation of state or federal securities laws.
Notwithstanding the foregoing, the Registrant's By-Laws provide that the
directors and their affiliates will not be indemnified for losses, liabilities,
settlements and related expenses of lawsuits alleging securities law violations
unless a court (a) approves the settlement and finds that indemnification of
the settlement and related costs should be made, or (b) approves
indemnification of litigation costs if there has been a dismissal with
prejudice or a successful adjudication on the merits of each count involving
alleged securities law violations as to the particular indemnitee.

          Pursuant to the GCL, expenses (including attorneys' fees) incurred by
any officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by a corporation in
advance of the final disposition of the action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay all
amounts advanced if it is

                                       2
4

ultimately determined that he is not entitled to be indemnified by the
corporation.  The Registrant's By-Laws provide that the Registrant may advance
funds to a person for legal expenses and other costs incurred as a result of a
legal action if the following three conditions are satisfied:  (a) the legal
action relates to the performance of duties or services by such person on
behalf of the Registrant; (b) the legal action is initiated by a third party
who is not a stockholder of the Registrant; and (c) such person agrees in
writing to repay the Registrant any funds advanced on such person's behalf if
it is ultimately determined by a court of competent jurisdiction that he is not
entitled to indemnification by the Registrant.

          The GCL also provides that a Delaware corporation has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the GCL.
The Registrant's By-Laws grant the Registrant the power to purchase and
maintain liability insurance on behalf of any person entitle to indemnity
thereunder.  The Registrant maintains liability insurance on behalf of its
officers and directors.  The Registrant's By-Laws provide, however, that the
Registrant may not incur the cost of that portion of liability insurance which
insures any party against any liability for which he could not be indemnified.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable

ITEM 8.   EXHIBITS.

  Exhibit No.

          4(a)     Certificate of Incorporation of VMS Strategic Land Fund II
                   (now known as Banyan Strategic Land Fund II)

          4(b)     Certificate of Amendment of Certificate of Incorporation of
                   VMS Strategic Land Fund II (now known as Banyan Strategic
                   Land Fund II)

          4(c)     Certificate of Amendment of Certificate of Incorporation of
                   VMS Strategic Land Fund II (now known as Banyan Strategic
                   Land Fund II)

          4(d)     Third Amendment to the Certificate of Incorporation of
                   Banyan Strategic Land Fund II

          4(e)     By-Laws of VMS Strategic Land Fund II (now known as Banyan
                   Strategic Land Fund II)

                                       3
5

          4(f)     Banyan Strategic Land Fund II 1994 Executive and Director
                   Stock Option Plan

          5        Opinion of Shefsky, Froelich & Devine Ltd. re: legality

          23(a)    Consent of Shefsky, Froelich & Devine Ltd. (included in its
                   opinion filed as Exhibit 5)

          23(b)    Consent of Ernst & Young LLP

          24       Power of Attorney (included on the signature pages to this
                   Registration Statement).

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (a)      to file, during any period in which it offers or sells
                   securities, a post-effective amendment to this Registration
                   Statement to include any additional or changed material
                   information on the plan of distribution.

          (b)      that, for determining liability under the Securities Act,
                   treat each post-effective amendment as a new registration
                   statement of the securities offered, and the offering of the
                   securities at that time to be the initial bona fide offering
                   thereof.

          (c)      to file a post-effective amendment to remove from
                   registration any of the securities that remain unsold at the
                   end of the offering.

          (d)      that, for purposes of determining any liability under the
                   Securities Act, each filing of the Registrant's annual
                   report pursuant to Section 13(a) or Section 15(d) of the
                   Exchange Act (and, where applicable, each filing of an
                   employee benefit plan's annual report pursuant to Section
                   15(d) of the Exchange Act) that is incorporated by reference
                   in this Registration Statement shall be deemed to be a new
                   registration statement relating to the securities offered
                   therein, and the offering of such securities at that time
                   shall be deemed to be the initial bona fide offering
                   thereof.

          (e)      insofar as indemnification for liabilities arising under the
                   Securities Act may be permitted to directors, officers and
                   controlling persons of the Registrant pursuant to the
                   foregoing provisions, or otherwise, the Registrant has been
                   advised that in the opinion of the Securities and Exchange
                   Commission such indemnification is against public policy as
                   expressed in such Act and is, therefore, unenforceable.  In
                   the event that a claim for indemnification against such
                   liabilities (other than the payment by the Registrant of
                   expenses incurred or paid by a director, officer or
                   controlling person of the Registrant in the successful
                   defense of any action, suit or proceeding) is asserted by
                   such director, officer or controlling person in connection
                   with the securities being registered, the Registrant will,
                   unless in the opinion of its counsel the matter has been
                   settled by controlling precedent, submit to a court of
                   appropriate

                                       4
6

          jurisdiction the question whether such indemnification by it is
          against public policy as expressed in the Act and will be governed by
          the final adjudication of such issue.

                                       5
7

                                   SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on August 16, 1995.

                                    BANYAN STRATEGIC LAND FUND II

                                    By:  /s/Leonard G. Levine       
                                         President (Principal Executive Officer)
8

                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert G. Higgins and Leonard G. Levine,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may all fully do or cause to be done by
virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                           Title                                     Date
---------                                           -----                                     ----

/s/ Leonard G. Levine                         President                                  August 16, 1995
------------------------------------           (Principal Executive Officer)                             
Leonard G. Levine                             
                                              
/s/ Joel G. Teglia                            Chief Financial Officer                    August 16, 1995
------------------------------------           (Principal Financial Officer and  
Joel G. Teglia                                 Principal Accounting Officer)     
                                              
                                              
/s/ Walter E. Auch, Sr.                       Director                                   August 16, 1995
------------------------------------
Walter E. Auch, Sr.

/s/ Gerald L. Nudo                            Director                                   August 16, 1995
------------------------------------
Gerald L. Nudo

/s/ Robert G. Ungerleider                     Director                                   August 8, 1995
------------------------------------                                                                   
Robert G. Ungerleider
(A majority of the Registrant's board of directors)
9

                                    EXHIBITS

  Exhibit No.

          4(a)     Certificate of Incorporation of VMS Strategic Land Fund II
                   (now known as Banyan Strategic Land Fund II)

          4(b)     Certificate of Amendment of Certificate of Incorporation of
                   VMS Strategic Land Fund II (now known as Banyan Strategic
                   Land Fund II)

          4(c)     Certificate of Amendment of Certificate of Incorporation of
                   VMS Strategic Land Fund II (now known as Banyan Strategic
                   Land Fund II)

          4(d)     Third Amendment to the Certificate of Incorporation of
                   Banyan Strategic Land Fund II

          4(e)     By-Laws of VMS Strategic Land Fund II (now known as Banyan
                   Strategic Land Fund II)

          4(f)     Banyan Strategic Land Fund II 1994 Executive and Director
                   Stock Option Plan

          5        Opinion of Shefsky, Froelich & Devine Ltd. re: legality

          23(a)    Consent of Shefsky, Froelich & Devine Ltd. (included in
                   its opinion filed as Exhibit 5)

          23(b)    Consent of Ernst & Young LLP

          24       Power of Attorney (included on the signature pages to this
                   Registration Statement).