SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2000  Commission File No. 016701

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

a Michigan Limited Partnership

(Exact name of registrant as specified in its charter)

MICHIGAN

(State or other jurisdiction of

incorporation or organization)

38-2702802

(I.R.S. employer

identification number)

280 Daines Street, Birmingham, Michigan 48009

(Address of principal executive offices) (Zip Code)

(248) 6459261

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

units of beneficial assignments of limited partnership interest

Yes [ X ] No [ ]

Part 1.

Item 1.

BALANCE SHEETS
ASSETS March 31, 2000 December 31, 1999
(Unaudited)
Properties:
Land $11,644,103 $11,644,103
Buildings And Improvements 50,022,420 49,776,786
Furniture And Fixtures 489,503 453,437
Manufactured Homes 1,810,069 1,875,567
63,966,095 63,749,893
Less Accumulated Depreciation 21,042,308 20,587,823
42,923,787 43,162,070
Cash And Cash Equivalents 3,046,878 2,821,681
Unamortized Finance Costs 610,335 597,528
Other Assets 1,143,810 944,378
Total Assets $47,724,810 $47,525,657
LIABILITIES March 31, 2000 December 31, 1999
(Unaudited)
Accounts Payable $304,994 $235,098
Other Liabilities 1,003,381 769,853
Notes Payable 29,480,491 29,572,116
Total Liabilities $30,788,866 $30,577,067
Partners' Equity:
General Partner 264,570 258,420
Unit Holders 16,671,374 16,690,170
Total Partners' Equity 16,935,944 16,948,590
Total Liabilities And
Partners' Equity $47,724,810 $47,525,657

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
STATEMENTS OF INCOME THREE MONTHS ENDED
(unaudited) March 31, 2000 March 31, 1999
Income:
Rental Income $3,057,971 $2,970,199
Other 185,634 227,772
Total Income $3,243,605 $3,197,971
Operating Expenses:
Administrative Expenses
(Including $160,975 and $156,641, in Property Management
Fees Paid to an Affiliate for the Three Month Period Ending
March 31, 2000 and 1999 Respectively) 777,114 812,070
Property Taxes 251,067 238,728
Utilities 243,161 256,116
Property Operations 421,455 466,884
Depreciation And Amortization 460,803 462,500
Interest 475,008 477,675
Total Operating Expenses $2,628,608 $2,713,973
Net Income $614,997 $483,998
Income Per Unit: $0.19 $0.15
Distribution Per Unit: $0.19 $0.18
Weighted Average Number Of Units
Of Beneficial Assignment Of Limited Partnership
Interest Outstanding During The Period Ending
March 31, 2000 and 1999 3,303,387 3,303,387

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(unaudited)
THREE MONTHS ENDED
March 31, 2000 March 31, 1999
Cash Flows From Operating Activities:
Net Income (Loss) $614,997 $483,998
Adjustments To Reconcile Net Income
(Loss) To Net Cash Provided By
Operating Activities:
Depreciation 454,485 455,000
Amortization 6,318 7,500
(Increase) Decrease In Other Assets From Operations (218,557) (144,381)
Increase (Decrease) In Accounts Payables 69,896 (32,482)
Increase (Decrease) Other Liabilities From Operations 233,528 (101,186)
Total Adjustments 545,670 184,451
Net Cash Provided By (Used In)
Operating Activities 1,160,667 668,449
Cash Flows From Investing Activities:
Redemption of Marketable Securities 0 0
Capital Expenditures (216,202) (182,308)
Sale of Fixed Assets 0 0
Payment On Mortgage (91,625) (88,958)
Net Cash Provided By (Used In)
Investing Activities (307,827) (271,266)
Cash Flows From Financing Activities:
Distributions To Partners (627,643) (578,096)
Net Cash Provided By (Used In)
Financing Activities (627,643) (578,096)
Increase (Decrease) In Cash 225,197 (180,913)
Cash, Beginning 2,821,681 2,482,314
Cash, Ending $3,046,878 $2,301,401

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

March 31, 2000 (Unaudited)

1.Basis of Presentation:

The accompanying unaudited 2000 financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date. Operating results for the three months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000, or for any other interim period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Form 10-K for the year ending December 31, 1999.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Resources

The Partnership's capital resources consist primarily of its nine manufactured home communities. On August 20, 1998, the Partnership refinanced seven of its nine properties with GMAC Commercial Mortgage Corporation (the "Refinancing").

Liquidity

As a result of the Refinancing, seven of the Partnership's nine properties are mortgaged. At the time of the Refinancing, the aggregate principal amount due under the seven mortgage notes was $30,000,000 and the aggregate fair market value of the Partnership's mortgaged properties was $66,000,000. The Partnership expects to meet its short-term liquidity needs generally through its working capital provided by operating activities.

Partnership liquidity is based, in part, upon its investment strategy. Upon acquisition, the Partnership anticipated owning the properties for seven to ten years. All of the properties have been owned by the Partnership for more than ten years. The General Partner may elect to have the Partnership own the properties for as long as, in the opinion of the General Partner, it is in the best interest of the Partnership to do so.

Distributable Cash from Operations totaled $1,075,800 for the quarter ending March 31, 2000. Distributable Cash from Operations is defined as net income computed in accordance with generally accepted accounting principals ("GAAP"), plus real estate related depreciation and amortization. Distributable Cash from Operations does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. Distributable Cash from Operations should not be considered as an alternative to net income as the primary indicator of the Partnership's operating performance nor as an alternative to cash flow as a measure of liquidity. From Distributable Cash from Operations the General Partner has decided to distribute $627,644, or $.19 per unit, to the unit holders. The General Partner will continue to monitor cash flow generated by the Partnership's nine properties during the coming quarters. If cash flow generated is greater or lesser than the amount needed to maintain the current distribution level, the General Partner may elect to reduce or increase the level of future distributions paid to Unit Holders.

While the Partnership is not required to maintain a working capital reserve, the Partnership has not distributed all the Distributable Cash from Operations in order to build reserves. As of March 31, 2000, the Partnership's cash reserves amounted to $3,046,878.

Once the first quarter distribution is paid to unit holders, the cash reserve amount will be approximately $2,419,234. The level of cash reserves maintained is at the discretion of the General Partner.

Results of Operations

Overall, as illustrated in the following table, the Partnership's nine properties reported combined occupancy of 92.0% (3,065/3,330 sites) at the end of March 2000, versus 93.5% (3,115/3,330) for March 1999. The average monthly homesite rent as of March 31, 2000 was approximately $359, versus $348, an increase of 3.2% from March 1999.