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, and site built homes.

        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 knowledge, 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 AM, LLC, as the property manager for each of its Properties. Uniprop AM, LLC 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 AM, LLC 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 AM, LLC. Local managers are employees of the Partnership and are paid semi-monthly. The yearly salaries and expenses for local managers range from $15,000 to $42,000. 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 AM, LLC 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. Each of the Properties has a community center, which includes offices, meeting rooms and game rooms. 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 are restricted to certain matters of fundamental significance to the Partnership. The Unit Holders 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 also have a right to vote on the 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 holding in the aggregate more than 50% of the then outstanding interests. No matters were submitted to the Unit Holders for a vote during 2003.

       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 Unit Holders 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 2004, the Properties were appraised at an aggregate fair market value of $80,600,000. Assuming a sale of the nine properties in March 2004, 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 $50,362,764 or $15.25 per Unit. There can be no assurance that the estimated net asset value could ever be realized. As of March 1, 2004, the Partnership had approximately 3,947 Unit Holders.

        The following table sets forth the distributions per limited partnership unit for each calendar quarter in the last two fiscal years. Distributions were paid in the periods immediately subsequent to the periods in which such distributions were declared.

                                 
                       Distribution  per                        
                     Limited Partnership Unit            

Quarter Ended

March 31, 2003            $0.23                                     
June 30, 2003             $0.23                                     
September 30, 2003        $0.23                                     
December 31, 2003         $0.23                                     
March 31, 2002            $0.21                                     
June 30, 2002             $0.23                                     
September 30, 2002        $0.23                                     
December 31, 2002         $0.23                                     

The Partnership intends to continue to declare quarterly distributions. However, distributions are determined by the General Partner and will depend on the results of the Partnership's operations.

The Partnership has no equity compensation plans.

        The following table summarizes selected financial data for the Partnership for the periods ended December 31, 2003, 2002, 2001, 2000, and 1999:

        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.

        As described in Item 1, the Partnership borrowed $30,000,000 from GMAC Commercial Mortgage Corporation. The note is payable in monthly installments of $188,878, including interest at 6.37% through March, 2009. Thereafter, the monthly installment and interest rate will be adjusted based on the provisions of the agreement through the note maturity date of September 2028.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.

        Future maturities on the note payable for the next five years are as follows: 2004 - $470,000; 2005 - $506,000; 2006 - $540,000 and 2007 - $587,000; and 2008 - $622,000.

       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 believes will be 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 of the cash generated from operations in order to build capital reserves. As of December 31, 2003, the Partnership had $2,652,394 in cash balances.

        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), was applied to 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, 2003, the Partnership made distributions to the Unit Holders of $3,039,116, which is equal, on an annualized basis, to a 5% return on their adjusted capital contributions ($.92 per $17.11 Unit). Distributions paid to Unit Holders in 2002 totaled $2,973,048, and $2,708,777 was paid in 2001.

        The distributions paid in 2003 were less than the amount required for the annual 10.0% preferred return to the Unit Holders by approximately $2,613,000. As described in Note 7 to the Partnership's financial statements, the cumulative preferred return deficit through December 2003 was approximately $30,241,000. 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, 2003, the unpaid amount to be distributed to the General Partner was approximately $9,400,000.

        For the years ended December 31, 2003, 2002 and 2001, net income was $2,111,703, $2,117,986 and $2,110,823 and gross revenue was $14,402,693, $13,741,599 and $14,530,327, respectively.

        The manufactured housing industry in general has experienced lower retail sales over the past three years due to restrictive financing. In addition, the U.S. economy has been sluggish. Nonetheless, the Partnership has maintained stable Net Income for the last three fiscal years.

        Certain employees of the Partnership are also employees of affiliates of the General Partner. The Partnership paid these employees an aggregate of $113,501, $96,345, and $89,494, in 2003, 2002 and 2001 respectively, to perform partnership management and investor relation services for the Partnership.

        There are no recent accounting pronouncements that the Fund is required to adopt.

        In the course of developing and evaluating accounting policies and procedures, we use estimates, assumptions and judgments to determine the most appropriate methods to be applied. Such processes are used in determining capitalization of costs related to real estate investments and potential impairment of real estate investments.

Real estate assets are stated at cost less accumulated depreciation. Expenditures for property maintenance are charged to operations as incurred, while significant renovations are capitalized. Depreciation of the buildings is recorded on the straight-line method using as estimated useful life of forty years.

In determining the fair value of real estate investments, we consider future cash flow projections on a property by property basis, current interest rates and current market conditions of the geographical location of each property.

The following table outlines our contractual obligations (in thousands) as of December 31, 2003.

                   Total          Yr1           2-3 Yrs           4-5 Yrs       Over 5 Yrs    
Mortgages payable $27,819         $470         $1,046             $1,209        $25,094

        Overall, as illustrated in the table below, the Partnership's nine properties had a combined average occupancy of 76% for the year ended December 31, 2003, as compared to 81% for the fiscal year December 31, 2002, and 86% for the fiscal year ended December 31, 2001. The average monthly rent (not weighted average) was approximately $397 per home site for the year ended December 31, 2003, as compared to $384 for the year ended December 31, 2002 and $373 for the year ended December 31, 2001, an increase of 3.4% and 2.8%, respectively. The decline in occupancy is due primarily to an increase in foreclosures on homes financed by third-party lenders. The rate of new foreclosures has abated.

       The table below summarizes gross revenues and net operating income for the Partnership and Properties during 2003, 2002 and 2001.

        Gross revenue increased $661,094 to $14,402,693 in 2003, compared to $13,741,599 in 2002. The increase is primarily the result of a increase in home sales. The decrease in occupancy is due primarily to increased foreclosures on home mortgages, which frequently results in the home being moved out of the property. Rental Income decreased $145,007 due to lower occupancy. Home Sale Income increased $925,624 due to an aggressive marketing of home sales.

        The Partnership's operating expenses increased $667,377, to $12,290,990 in 2003, compared to $11,623,613 in 2002. Home sale expense increased due to the increased volume of home sales.

        As a result of the forgoing factors, net income decreased $6,283 from $2,117,986 in 2002 to $2,111,703 in 2003.

        Gross revenue decreased $788,728 or 5% to $13,741,599 in 2002, compared to $14,530,327 in 2001. The decrease was primarily the result of a decrease in home sales and lower occupancy, partially offset by increased monthly rental rates. The decrease in occupancy was due primarily to increased foreclosures on home mortgages, which frequently results in the home being moved out of the property. Rental Income decreased $421,000 or 3% due to lower occupancy. Home Sale Income declined $435,000 or 28% due to lower home sales as a result of more restrictive retail financing.

        The Partnership's operating expenses decreased $795,891, or 6.4% to $11,623,613 in 2002, compared to $12,419,504 in 2001. Property operations expense decreased by approximately $157,000 or 8% as staffing and other expenses were reduced in response to lower revenues. Home sale expense also declined by $584,000 due to lower sales volumes.

        As a result of the forgoing factors, net income increased slightly from $2,110,823 in 2001 to $2,117,986 in 2002, as the General Partner was able to reduce the Partnership's expenses to adjust the cost structure in response to a weaker economy.

IMPORTANT DISCLOSURES

The General Partner believes it is important to disclose certain recent events to the Limited Partners along with a description of the actions taken by the General Partner to respond to the events.

During 2003, industry conditions remained depressed due to the lack of available retail financing. Declining retail home sales for manufactured homes and high default rates on chattel mortgage loans for manufactured homes continued through 2003. The increase in foreclosures has created a surplus of pre-owned homes for sale in the market place. The availability of pre-owned home inventory contributed to the reduced purchase of new homes for the industry as a whole. The Partnership has aggressively pursued home sales by increasing marketing efforts including but not limited to the addition of sales personnel.

The surplus of pre-owned homes available in the market has presented an opportunity for the Partnership to purchase homes at low prices. On a limited basis, these homes have been purchased by the Partnership and reviewed on a case by case basis for retail sale. The maximum term of the typical retail contract provided by the Partnership is ten years, significantly less than is generally available from retail lenders. This shorter amortization period allows for a faster return of principal for the Partnership and reduces the risk of loss through repossession. The total amount of retail loans at this time is not material relative to the total assets and revenues of the Partnership. The General Partner believes that its retail sales and finance activity can help increase occupancy and thereby rental income. To date, the delinquency and default rates of the retail loans are not significant. However the General Partner will continue to monitor the portfolio and adjust its underwriting criteria accordingly.

       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, 2003 the Partnership had a note payable outstanding in the amount of $27,819,236. 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 following Partnership financial statements for the fiscal years ended December 31, 2003, 2002 and 2001, and supplementary data are filed with this Report:

(i)	Report of Independent Certified Public Accountants

(ii)	Balance Sheets as of December 31, 2003 and 2002

(iii)	Statements of Income for the fiscal years ended December 31, 2003, 2002 and 2001

(iv)	Statements of Partners' Equity for the fiscal years ended December 31, 2003, 2002 and 2001

(v)	Statements of Cash Flows for the fiscal years ended December 31, 2003, 2002 and 2001

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