This Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Risks and other factors that might cause such a difference include, but are not limited to, the effect of economic and market conditions; financing risks, such as the inability to obtain debt financing on favorable terms; the level and volatility of interest rates; and failure of the Partnership's properties to generate additional income to offset increases in operating expenses, as well as other risks listed herein under Item 1.

       Uniprop Manufactured Housing Communities Income Fund II, a Michigan Limited Partnership (the "Partnership"), acquired, maintains, operates and ultimately will dispose of income producing residential real properties consisting of nine manufactured housing communities (the "Properties"). The Partnership was organized and formed under the laws of the State of Michigan on November 7, 1986. Its principal offices are located at 280 Daines Street, Birmingham, Michigan 48009 and its telephone number is (248) 645-9261.

       The Partnership filed an S-11 Registration Statement in November 1986, which was declared effective by the Securities and Exchange Commission on December 23, 1986. The Partnership thereafter sold 3,303,387 units (the "Units") of beneficial assignment of limited partnership interest representing capital contributions by unit holders (the "Unit Holders") to the Partnership of $20 per unit. The sale of all 3,303,387 Units was completed in December 1987, generating $66,067,740 of contributed capital to the Partnership.

       The Partnership acquired seven of the Properties in 1987 and acquired two additional Properties in 1988.

       The Partnership operates the Properties as manufactured housing communities with the primary investment objectives of: (1) providing cash from operations to investors; (2) obtaining capital appreciation; and (3) preserving capital of the Partnership. There can be no assurance that such objectives can be achieved.

       On August 20, 1998, the Partnership borrowed $30,000,000 (the "Loan") from GMAC Commercial Mortgage Corporation. It secured the Loan by placing new mortgages on seven of its nine properties. The Loan carries a fixed interest rate of 6.37% over its term of 126 months and is amortized over 360 months. The Partnership used the proceeds from the Loan to refinance the Partnership's outstanding indebtedness of $30,045,000, which was the result of a 1993 mortgage financing transaction.

       The Partnership's business and only industry segment is the operation of its nine manufactured housing communities. Partnership operations commenced in April 1987 upon the acquisition of the first two Properties. For a description of the Partnership's revenues, operating profit and assets, please refer to Items 6 and 8.

       The Sunshine Village, Ardmor Village and Camelot Manor Properties were selected from 25 manufactured housing communities then owned by affiliates of Genesis Associates Limited Partnership, the General Partner of the Partnership (the "General Partner"). The other six communities were purchased from unaffiliated third parties. The Partnership rents space in the Properties to owners of manufactured homes thereby generating rental revenues. It was intended that the Partnership would hold the Properties for extended periods of time, originally anticipated to be seven to ten years after their acquisition. The General Partner has the discretion to determine when a Property is to be sold; provided, however, that the determination of whether a particular Property should be disposed of will be made by the General Partner only after consultation with an independent consultant, Manufactured Housing Services.,Inc (the "Consultant"). In making their decision, the General Partner and Consultant will consider relevant factors, including current operating results of the particular Property and prevailing economic conditions, and will make the decision with a view to achieving maximum capital appreciation to the Partnership considering relevant tax consequences and the Partnership's investment objectives.

       The business of owning and operating residential manufactured housing communities is highly competitive, and the Partnership may be competing with a number of established companies having greater financial resources. Moreover, there has been a trend for manufactured housing community residents to purchase (where zoning permits) their manufactured home sites on a collective basis. This trend may result in increased competition with the Partnership for tenants. In addition, the General Partner, its affiliates or both, has and may in the future participate directly or through other partnerships or investment vehicles in the acquisition, ownership, development, operation and sale of projects which may be in direct competition with one or more of the Properties.

       Each of the Properties competes with numerous similar facilities located in its geographic area. The Davie/Fort Lauderdale area contains approximately five communities offering approximately 2,045 housing sites competing with Sunshine Village. Ardmor Village competes with approximately nine communities in the Lakeville, Minnesota area offering approximately 2,363 housing sites. Camelot Manor competes with approximately 16 communities in the Grand Rapids, Michigan area offering approximately 3,631 housing sites. In the Jacksonville, Florida area, Country Roads competes with approximately nine communities offering approximately 3,636 housing sites. The Tampa, Florida area contains approximately four communities offering approximately 1,190 housing sites competing with Paradise Village. Dutch Hills and Stonegate Manor compete with approximately 11 other communities in the Lansing, Michigan area offering approximately 3,438 housing sites. In the Las Vegas, Nevada area, West Valley and El Adobe compete with approximately 13 other communities offering approximately 3,719 housing sites. The Properties also compete against other forms of housing, including apartment and condominium complexes.

       The Properties owned by the Partnership are subject to certain state regulations regarding the conduct of the Partnership operations. For example, the State of Florida regulates agreements and relationships between the Partnership and the residents of Sunshine Village, Country Roads and Paradise Village. Under Florida law, the Partnership is required to deliver to new residents of those Properties a prospectus describing the property and all tenant rights, Property rules and regulations, and changes to Property rules and regulations. Florida law also requires minimum lease terms, requires notice of rent increases, grants to tenant associations certain rights to purchase the community if being sold by the owner and regulates other aspects of the management of such properties. The Partnership is required to give 90 days notice to the residents of Florida Properties of any rate increase, reduction in services or utilities, or change in rules and regulations. If a majority of the residents object to such changes as unreasonable, the matter must be submitted to the Florida Department of Professional Business Regulations for mediation prior to any legal adjudication of the matter. In addition, if the Partnership seeks to sell Florida Properties to the general public, it must notify any homeowners association for the residents, and the association shall have the right to purchase the Property on the price, terms and conditions being offered to the public within 45 days of notification by the owner. If the Partnership receives an unsolicited bona fide offer to purchase the Property from any party that it is considering or negotiating with, it must notify any such homeowners association that it has received an offer, state to the homeowners association the price, terms and conditions upon which the Partnership would sell the Property, and consider (without obligation) accepting an offer from the homeowners association. The Partnership has, to the best of its nowledge, complied in all material respects with all requirements of the States of Florida, Michigan, Minnesota and Nevada, where its operations are conducted.

       The Partnership employs two part-time employees to perform Partnership management and investor relations' services. The Partnership retains an affiliate, Uniprop, Inc., as the property manager for each of its Properties. Uniprop, Inc. is paid a fee equal to the lesser of 5% of the annual gross receipts from each of the Properties or the amount which would be payable to unaffiliated third parties for comparable services. Uniprop, Inc. retains local managers on behalf of the Partnership at each of the Properties. Salaries and fringe benefits of such local managers are paid by the Partnership and are not included in any property management fee payable to Uniprop, Inc. Local managers are employees of the Partnership and are paid semi-monthly. The yearly salaries and expenses for local managers range from $20,000 to $40,000. Local managers have no direct management authority, make no decisions regarding operations and act only in accordance with instructions from the property manager. They are utilized by the Partnership to provide on-site maintenance and administrative services. Uniprop, Inc., as property manager, has overall management authority for each Property.

       The Partnership purchased all nine manufactured housing communities for cash. As a result of the Loan, however, seven of the nine Properties are now encumbered with mortgages.

       Each of the Properties is a modern manufactured housing community containing lighted and paved streets, side-by-side off-street parking and complete underground utility systems. The Properties consist of only the underlying real estate and improvements, not the actual homes themselves. In January 1990, the Partnership did begin acquiring some homes in conjunction with its home purchase/lease program for Country Roads and Paradise Village. Each of the Properties has a community center, which includes offices, meeting rooms and game rooms. Country Roads has a 1,200 square foot rental cottage. Each of the Properties, except Stonegate Manor, has a swimming pool. Several of the Properties also have laundry rooms, playground areas, garage and maintenance areas and recreational vehicle or boat storage areas.

       The table below contains certain information concerning the Partnership's nine properties.

       In the opinion of the Partnership and its legal counsel, there are no material legal proceedings pending except such ordinary routine matters as are incident to the kind of business conducted by the Partnership. To the knowledge of the Partnership and its counsel, no legal proceedings have been instituted or are being contemplated by any governmental authority against the Partnership.

       The voting privileges of the Unit Holders and Limited Partners are restricted to certain matters of fundamental significance to the Partnership. The Unit Holders and Limited Partners must approve certain major decisions of the General Partner if the General Partner proposes to act without the approval of the Consultant. The Unit Holders and Limited Partners also have a right to vote upon removal and replacement of the General Partner, dissolution of the Partnership, material amendments to the partnership agreement and the sale or other disposition of all or substantially all of the Partnership's assets, except in the ordinary course of the Partnership's disposing of the Properties. Such matters must be approved by Unit Holders and Limited Partners, as a group, holding more than 50% of the then outstanding interests. No matters were submitted to Unit Holders for vote during 2000.

       There is no established public trading market for the Units of the Partnership and it is not anticipated that one will ever develop. During the last twelve months, less than five percent (5.0%) of the Units have been transferred, excluding transfers due to death or intra-family transfers. The Partnership believes there is no secondary market, or the substantial equivalent thereof, and none will develop.

       The General Partner calculates the estimated net asset value of each Unit by dividing (i) the amount of distributions that would be made to the Limited Partners in the event of the current sale of the Properties at their current appraised value, less the outstanding balances of the mortgages on the mortgaged Properties and sales expenses (but without consideration to tax consequences of the sale), by (ii) 3,303,387. In March 2001, the Properties were appraised at an aggregate fair market value of $81,600,000. Assuming a sale of the nine properties in March 2001, at the appraised value, less payment of selling expenses and mortgage debt, the net aggregate proceeds available for distribution to the Unit Holders is estimated to be $49,942,642 or $15.12 per Unit. There can be no assurance that the estimated net asset value could ever be realized. As of March 1, 2001, the Partnership had approximately 4,675 Unit Holders.

       The following table summarizes selected financial data for the Partnership for the periods ended December 31, 2000, 1999, 1998, 1997 and 1996:

       The capital formation phase of the Partnership began on April 1, 1987 when Sunshine Village and Ardmor Village were purchased by the Partnership and operations commenced. It ended on January 15, 1988 when El Adobe, the Partnership's last property, was purchased. The total capital raised through December 1987 was $66,067,740 of which approximately $58,044,000 was used to purchase the nine Properties after deducting sales commissions, advisory fees and other organization and offering costs.

       The Partnership had no capital expenditure commitments as of December 31, 2000 and does not anticipate any during the next fiscal year.

       As described in Item 1, the Partnership borrowed $30,000,000 from GMAC Commercial Mortgage Corporation. The Loan carries a fixed interest rate of 6.37% over its term of 120 months, amortized over 30 years. The Loan was secured by mortgages on the Partnership's Ardmor Village, Camelot Manor, Dutch Hills, El Adobe, Stonegate Manor, Sunshine Village and West Valley Properties. The Partnership used the proceeds from the Loan to refinance the Partnership's outstanding indebtedness of $30,045,000.

       The General Partner acknowledges that the mortgages pose some risks to the Partnership, but believes that such risks are not greater than risks typically associated with real estate financing.

       The Partnership has, since inception, generated adequate amounts of cash to meet its operating needs. The Partnership retains cash reserves, which it considers adequate to maintain the Properties. All funds in excess of operating needs, amounts sufficient to pay debt service, and cash reserves are distributed to the Unit Holders on a quarterly basis. While the Partnership is not required to maintain a working capital reserve, the Partnership has not distributed all the cash generated from operations in order to build capital reserves. As of December 31, 2000, the Partnership had $3,155,170 in reserves.

       In February of 1994, the Partnership distributed $23,119,767 to the Unit Holders, or $7.00 per $20.00 Unit held. Of this amount, $13,572,978 (or $4.11 per Unit), restored the then shortfall in the Unit Holders' 10.0% cumulative preferred return, and $9,546,789 (or $2.89 per Unit), was a partial return of the Limited Partners' original capital contributions.

       For the year ended December 31, 2000, the Partnership made distributions to the Unit Holders of $2,510,569, which is equal, on an annualized basis, to 4.4% on their adjusted capital contributions ($.76 per $17.11 Unit). Distributions paid to Unit Holders in 1999 totaled $2,411,479, and $4,723,832 was paid in 1998, (of which $2,543,608 was the result of the liquidation of the Class D and R certificates, which were issued as a result of the original 1993 financing transaction).

       The distributions paid in 2000 were less than the amount required for the annual 10.0% preferred return to the Unit Holders by approximately $3,142,000. As described in Note 7 to the Partnership's financial statements, the cumulative preferred return deficit through December 2000 was approximately $22,006,000. No distributions can be made to the General Partner in regard to its incentive management interest until the cumulative preferred return deficit has been distributed to the Unit Holders. At December 31, 2000, the unpaid amount to be distributed to the General Partner was approximately $7,700,000.

       For the years ended December 31, 2000, 1999 and 1998, income before extraordinary item was $1,989,864, $1,640,757 and $931,443 on total revenues of $13,023,904, $12,718,010 and $12,419,636, respectively. The increases are due primarily to higher revenue and lower operating expenses, specifically the reduction in interest paid on the Partnership's mortgage debt.

       Net income plus depreciation and amortization less distributions to Unit Holders, was $1,280,243, $1,072,491 and $(1,694,214), for the years ended December 31, 2000, 1999 and 1998, respectively.

       Certain employees of the Partnership are also employees of affiliates of the general partner. These employees were paid by the Partnership the amount of $222,181, $208,593, and $222,949, respectively, to perform local property management and investor relations services for the Partnership.

       Overall, as illustrated in the table below, the Partnership's nine properties had a combined average occupancy of 92% as of December 2000, versus 93% in December 1999, and 93% in December 1998. The average monthly rent (not weighted average) was approximately $363 per home site in December 2000, versus $353 in December 1999 and $348 in December 1998, an increase of 2.8% and 1.4%, respectively.

       The table below summarizes gross revenues and net operating income for the Partnership and Properties during 2000, 1999 and 1998.

       Gross revenues increased $305,894, or 2.4%, to $13,023,904 in 2000, compared to $12,718,010 in 1999. The increase is primarily the result of an increase in rental income due to higher average monthly rents. (See table on previous page).

       The Partnership's operating expenses decreased $43,213, or .4%, to $11,034,040 in 2000, compared to $11,077,253 in 1999. The decrease in due primarily to lower interest expense associated with the Partnership's mortgage debt.

       As a result of the foregoing factors, net income increased from $1,640,757 in 1999 to $1,989,864 in 2000.

       Gross revenues increased $298,374, or 2.34%, to $12,718,010 in 1999, compared to $12,419,636 in 1998. The increase was primarily the result of higher average occupancy and an increase in rental income due to higher average monthly rents. (See table on previous page.)

       The Partnership's operating expenses decreased $410,940, or 3.6%, to $11,077,253 in 1999, compared to $11,488,193 in 1998. The decrease is due primarily to lower interest expense associated with the Partnership'sMortgage debt and lower administrative expenses due to the absence of costs associated with the 1998 proxy.

       As a result of the foregoing factors, net income increased from $1,182,441 in 1998 to $1,640,757 in 1999.

       The Partnership is exposed to interest rate risk primarily through its borrowing activities. There is inherent roll over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Partnership's future financing requirements.

Note Payable: At December 31, 2000 the Partnership had a note payable outstanding in the amount of $29,209,358. Interest on this note is at a fixed rate of 6.37% through March 2009.

       The Partnership does not enter into financial instruments transactions for trading or other speculative purposes or to manage its interest rate exposure.

       The Partnership's financial statements for the fiscal year ended December 31, 2000, 1999 and 1998, and supplementary data are filed with this Report under Item 14.

       There have been no changes in the Partnership's independent public accountants nor have there been any disagreements during the past two fiscal years.

       The Partnership, as an entity, does not have any officers or directors. The General Partner, Genesis Associates Limited Partnership, is a Michigan limited partnership which has two general partners, Uniprop, Inc., the managing General Partner, and Paul M. Zlotoff.

       Information concerning Mr. Zlotoff's age and principal occupations, as well as for other officers of Uniprop, Inc., during the last five years or more is as follows:

       Paul M. Zlotoff and Roger Zlotoff are brothers.

       The Partnership has no executive officers and therefore, no officers received a salary or remuneration exceeding $100,000 during the last fiscal year. The General Partner of the Partnership and an affiliate, Uniprop, Inc., received certain compensation and fees during the fiscal year in the amounts described in Item 13. Depending upon the results of operations and other factors, the Partnership anticipates that it will provide similar compensation to the General Partner and Uniprop, Inc. during the next fiscal year.

       The Partnership is a limited partnership duly formed pursuant to the Uniform Limited Partnership Act, as amended, of the State of Michigan. The General Partner, Genesis Associates Limited Partnership, is vested with full authority as to the general management and supervision of business and the other affairs of the Partnership, subject to certain constraints in the partnership agreement and consulting agreement. Unit holders and/or Limited Partners have no right to participate in the management of the Partnership and have limited voting privileges only on certain matters of fundamental significance. To the knowledge of the Partnership, no person owns of record or beneficially, more than five percent of the Partnership's Units.

       The following discussion describes all of the types of compensation, fees or other distributions paid by the Partnership or others to the General Partner or its affiliates from the operations of the Partnership during the last fiscal year, as well as certain of such items which may be payable during the next fiscal year. Certain of the following arrangements for compensation and fees were not determined by arm's length negotiations between the General Partner, its affiliates and the Partnership.

       Paul M. Zlotoff has an interest in the original sellers of Sunshine Village and Ardmor Village and is entitled to share in a contingent purchase price with respect to each Property, when and if the Properties are sold and the sellers become entitled thereto. The maximum amounts which could be payable to the sellers are as follows: Sunshine Village, $1,108,260 and Ardmor Village, $946,236. The cash purchase price and contingent purchase price for each Property were determined by reference to the average of two independent real estate appraisals which were obtained by the General Partner. Such appraisals are only estimates of value and are not necessarily indicative of the actual real estate value. Each seller will become entitled to any unpaid contingent purchase price upon the sale, financing or other disposition of each such Property, but, only after the receipt by each Unit Holder and Limited Partner of aggregate distributions equal to the sum of (i) his 10% cumulative preferred return plus (ii) 125% of his capital contribution. The actual amounts to be received, if any, will depend upon the results of the Partnership's operations and the amounts received upon the sale, financing or other disposition of the Properties and are not determinable at this time. The Partnership does not anticipate any such amount will become payable during the next fiscal year.

       The Partnership will pay an Incentive Management Interest to the General Partner for managing the Partnership's affairs, including: determining distributions, negotiating agreements, selling or financing properties, preparing records and reports, and performing other ongoing Partnership responsibilities. This incentive management interest is 15% of distributable cash from operations in any quarter. However, in each quarter, the General Partner's right to receive any net cash from operations is subordinated to the extent necessary to first provide each Unit Holder and Limited Partner his 10% cumulative preferred return. During the last fiscal year, the General Partner received no distributions on account of its Incentive Management Interest from operations because distributions were approximately $3,142,000 less than the 10% cumulative preferred return due Unit Holders. Any such amounts of Incentive Management Interest unpaid in a taxable year will be accumulated and paid from distributable cash from capital transactions, but only after each Unit Holder and Limited Partner has first received his 10% cumulative preferred return and 125% of his capital contribution. For 2000, approximately $600,000 was accumulated for the General Partner, and the General Partner's aggregate accumulated Incentive Management Interest as of December 2000 was approximately $7,700,000. The actual Incentive Management Interest from operations to be accumulated or paid during the next fiscal year will depend upon the results of the Partnership's operations and is not determinable at this time. The Partnership does not anticipate any such amount will be distributed to the General Partner during the next fiscal year and will again be accumulated with payment deferred. No distributions of Incentive Management Interest could be made to the General Partner until the 10% cumulative preferred return of approximately $22,006,000, as of December 31, 2000, is first distributed to the Unit Holders. In February of 1994, as part of the 1993 mortgage financing, $23,119,767 was distributed to the Unit Holders, $13,572,978 of which eliminated the Unit Holders' preferred return deficit through December 31, 1993.

       The Partnership must also pay an Incentive Management Interest from capital transactions to the General Partner for its services rendered to the Partnership. The General Partner will be entitled to receive its share of distributable cash from capital transactions after (i) each Unit Holder and Limited Partner has received aggregate distributions in an amount equal to the sum of (a) his 10% cumulative preferred return plus (b) 125% of his capital contribution, (ii) any contingent purchase prices have been paid, and (iii) any property disposition fees to Uniprop, Inc. have been paid. The General Partner's share of distributable cash from capital transactions so payable will be (i) 100% of such distributable cash from capital distributions until the General Partner's share of the aggregate capital distributions made under section 11c(iii) and 11c(v) of the partnership agreement equal 25% and (ii) thereafter, 25% of such distributable cash from capital transactions. No Incentive Management Interest from capital transactions was paid to the General Partner for the fiscal year ended December 31, 2000. The Partnership does not anticipate that any such amounts will be paid or become payable to the General Partner during the next fiscal year.

       Uniprop, Inc. received and will receive property management fees for each Property managed by it. Uniprop, Inc. is primarily responsible for the day-to-day management of the Properties and for the payment of the costs of operating each Property out of the rental income collected. The property management fees are equal to the lesser of 5% of the annual gross receipts from the Properties managed by Uniprop, Inc., or the amount which would be payable to an unaffiliated third party for comparable services. During the last fiscal year, Uniprop, Inc. received the following property management fees totaling $643,765: Ardmor Village, $68,815; Camelot Manor, $61,199; Country Roads, $40,558; Dutch Hills, $51,634; El Adobe, $85,150; Paradise Village, $82,299; Stonegate Manor, $57,877; Sunshine Village, $80,439; and West Valley, $115,794. The actual amounts to be received during the next fiscal year will depend upon the results of the Partnership's operations and are not determinable at this time.

       Certain employees of affiliates of the General Partner were paid an aggregate of $222,181 during 2000 perform local property management, data processing and investor relation services for the Partnership. It is anticipated comparable amounts will be paid in the next fiscal year.

(a)  Financial Statements
   (1)  The following financial statements and related documents are filed with this report:
         (i) Report of Independent Certified Public Accountants
         (ii) Balance Sheets as of December 31, 2000 and 1999
         (iii)Statements of Income for the fiscal years ended December 31, 2000, 1999 and 1998
         (iv) Statements of Partners' Equity for the fiscal years ended December 31, 2000, 1999 and 1998
         (v) Statements of Cash Flows for the fiscal years ended December 31, 2000, 1999 and 1998
   (2)  The following financial statement schedule is filed with this report:
            Schedule III - Real Estate and Accumulated Depreciation for the fiscal years
            ended December 31, 2000, 1999 and 1998
   (3)  Exhibits

The following exhibits are incorporated by reference to the S-11 Registration Statement of the Partnership filed November 12, 1986, as amended on December 22, 1986 and January 16, 1987:

   3(a) Certificate of Limited Partnership for the Partnership
   3(b) Uniprop Income Fund II Agreement of Limited Partnership
   4(a) First Amendment to Uniprop Income Fund II Agreement of Limited Partnership (April 1, 1987)
   10(a) Form of Management Agreement between the Partnership and Uniprop, Inc.
   10(b) Form of Consulting Agreement among the Partnership, the General Partner and Consultant
   (b)Reports on Form 8-K


The Partnership did not file any Forms 8-K during the fourth quarter of 2000.

The following exhibits are incorporated by reference to the Form 10-K for the fiscal year ended December 31, 1997:

   4(b) Form of Beneficial Assignment Certificate (BAC) for the Partnership
           (Originally submitted with Form 10-K for the fiscal year ended December 31, 1987.)
   10(c) Contingent Purchase Price Agreement with Sunrise Broward Associates, Ltd.
           (As last submitted with Form 10-K for the fiscal year ended December 31, 1997.)
   10(d) Contingent Purchase Price Agreement with Ardmor Associates Limited Partnership.
           (As last submitted with Form 10-K for the fiscal year ended December 31, 1997.)
   10(e) Incentive Acquisition Fee Agreement between the Partnership and Uniprop,Inc.
           (As last submitted with Form 10-K for the fiscal year ended December 31, 1997.)


The following exhibit is incorporated by reference to the Form 8-K that was filed on September 8, 1998:

   2  Mortgage notes, made as of August 20, 1998, between Uniprop
      Manufactured Housing Communities Income Fund II and GMACCM.

The following exhibits are attached to this Report:

   28 Letter summary of the estimated fair market values of the Partnership's nine
       manufactured housing communities, as of March 1, 2001

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, Uniprop Manufactured Housing Communities Income Fund II, a Michigan Limited 
Partnership, has duly caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report 
has been signed below by the following persons on behalf of the registrant and 
in the capacities and on the dates indicated.

To the Partners
Uniprop Manufactured Housing
Communities Income Fund II
(a Michigan limited partnership)

We have audited the accompanying balance sheets of Uniprop Manufactured Housing Communities Income Fund II (a Michigan limited partnership), as of December 31, 2000 and 1999, and the related statements of income, partners' equity and cash flows for each of the three years in the period ended December 31, 2000. We have also audited the schedule listed under Item 14 of Form 10-K. These financial statements and the schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and the schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and the schedule. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Uniprop Manufactured Housing Communities Income Fund II at December 31, 2000 and 1999 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the schedule listed under Item 14 of Form 10-K presents fairly, in all material respects, the information set forth therein.

February 7, 2001

Schedule III-Real Estate and Accumulated Depreciation
December 31, 2000

Notes to Schedule III
December 31, 2000

EXHIBIT 28

UNIPROP INCOME FUND II
2001 PROPERTY APPRAISALS

Cushman & Wakefield has recently completed market value appraisals of Uniprop Income Fund II's nine properties. The table below sets forth certain appraisal information for each property, as well as a comparison to the original cash purchase price: (In $1,000)

2001 ESTIMATED NET ASSET VALUE OF UNITS

   Based on the March 2001 appraisal of the Partnership's properties, the General Partner has calculated the estimated net asset value of each Unit, based on the following assumptions:

• Sale of the Properties in March 2001 for their appraised value.
• Costs and selling expenses are 3.0% of the sale price.
• Tax consequences of a sale are not taken into consideration.

   The estimated net asset value of each unit, assuming the sale of the properties at their present appraised value is $15.12 calculated as follows: