1 EXHIBIT 1 Joint Filing Agreement The undersigned agree that this Schedule 13D dated February 15, 1996 relating to limited partnership assignee units of Growth Hotel Investors II, a California limited partnership, shall be filed on behalf of the...

   1
                                                                       EXHIBIT 1

                           Joint Filing Agreement


         The undersigned agree that this Schedule 13D dated February 15, 1996
relating to limited partnership assignee units of Growth Hotel Investors II, a
California limited partnership, shall be filed on behalf of the undersigned.


Dated: February 15, 1996



                                        Cayuga Associates L.P.
                                        By: Cayuga Capital Corp.,
                                            its general partner
                                        
                                        
                                        By: Xxxxxxx X. Xxxxxx         
                                            --------------------------
                                            Xxxxxxx X. Xxxxxx
                                            President
                                        
                                        
                                        
                                        
                                        Xxxx X. Icahn                 
                                        ------------------------------
                                        Xxxx X. Icahn


[Signature page to Growth Hotel Investors II
 Schedule 13D Joint Filing Agreement]