Uniprop Fund II 10-Q: PART I. FINANCIAL INFORMATION

Item 1: Financial Statements

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II, A MICHIGAN LIMITED PARTNERSHIP

Balance Sheets

1. Summary of significant accounting policies:

Presentation:

The balance sheet as of March 31, 1999, the related statements of income and statements of cash flow for the periods ended March 31, 1999 and 1998 have been prepared by management, pursuant to the rules and regulations of the Securities and Exchange Commission, without audit by independent public accountants. In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation of such financial statements have been included.

The financial statements and notes are presented as permitted by the rules and regulations of the Securities and Exchange Commission for Form 10-Q and do not contain certain information included in the Company's annual financial statements and notes, which should be consulted.

2. Payments to affiliates

	Three Months Ended
	March 31, 1999	March 31, 1998
Property Management fee to Uniprop, Inc.:	$156,641	$150,346

ITEM 2.

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 amounts due under the seven mortgage notes was $30,000,000 and the aggregate fair market value of the Partnership's mortgage 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 more than ten years. The General Partner may elect to have the Partnership own the properties for longer, if, in the opinion of the General Partner, it is in the best interest of the Partnership to do so.

Distributable Cash from Operations totaled $946,498 for the quarter ending March 31, 1999. Distributable Cash from Operations is defined to mean 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 or as an alternative to cash flow as a measure of liquidity. From Distributable Cash from Operations the General Partner has decided to distribute $594,610, or $.18 per unit, to the unit holders. The General Partner will continue to monitor on-going cash flow generated by the Partnership's nine properties during the coming quarters. If cash flow generated is lower or higher 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, 1999, the Partnership's cash reserves amounted to $2,301,401. Once the first quarter distribution is paid to unit holders, the cash reserve amount will be approximately $1,706,791. 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 93.5% (3,115/3,330 sites) at the end of March 1999, versus 92.6% (3,085/3,330) for March 1998. The average monthly homesite rent as of March 31, 1999 was approximately $348, versus $336, an increase of 3.6% from March 1998.

		Total Capacity	Occupied Sites	Occupancy Rate	Average Rent
Ardmor Village		339	328	96.8%	$322
Camelot Manor		335	320	95.5	320
Country Roads		312	291	93.3	240
Dutch Hills		278	264	95.0	324
El Adobe		371	360	97.0	384
Paradise Village		611	512	83.8	293
Stonegate Manor		308	294	95.5	329
Sunshine Village		356	334	93.8	418
West Valley		420	412	98.1	449
Total on 3/31/99:		3,330	3,115	93.5%	$348
Total on 3/31/98:		3,330	3,085	92.6%	$336

	Gross Revenues						Net Operating Income
	3/31/99	3/31/98					3/31/99	3/31/98
Ardmor Village	$ 328,589		$ 311,341				$ 173,047	$ 150,708
Camelot Manor	289,349		273,454				140,113	144,334
Country Roads	215,714		201,684				61,870	17,880
Dutch Hills	244,957		235,528				116,963	118,041
El Adobe	435,675		430,739				283,153	283,101
Paradise Village	371,945		347,810			79,287		51,377
Stonegate Manor	294,594		273,242				159,457	123,340
Sunshine Village	424,802		382,300				219,331	231,480
West Valley	572,680		580,453				380,807	394,097
	3,178,305		3,036,551				1,614,028	1,514,358
Partnership Management:	19,666		1,910				(51,418)	(87,326)
Other Non Recurring expenses:	-----		----				(138,437)	(95,675)
Debt Service							(477,675)	(674,358)
Depreciation and Amortization	-----		----				(462,500)	(460,000)
	$ 3,197,971		$ 3,038,461				$ 483,998	$ 196,999

Comparison of Quarter Ended March 31, 1999 to Quarter Ended March 31, 1998

Gross revenues increased $159,510, or 5.2%, to $3,197,971 in 1999, as compared to $3,038,461 in 1998. The increase was the result of the increase in average monthly rents and an increase in overall occupancy. (See table on previous page.)

As described in the Statements of Income, total operating expenses decreased $127,489, or 4.5%, to $2,713,973 in 1999, as compared to $2,841,462 in 1998. The decrease was the result of lower interest payments on the Partnership's mortgage debt.

As a result of the foregoing factors, net income increased to $483,998 as of March 31, 1999 from $196,999 as of March 31, 1998.

MANAGEMENT EXPENSES

Net Partnership management expenses for the quarter amounted to $51,418. Expenses of $71,084 (data processing, accounting and legal expenses, appraisals and wages to employees of the Partnership) were offset by gross income of $19,666, generated by interest on the Partnership's cash reserves and transfer fees. The equivalent figures for the first quarter of 1998 were $87,326, $89,236 and $1,910, respectively.

PART II - OTHER INFORMATION

ITEM 6. Exhibits and Reports of Form 8-K