This report accompanies the quarterly distribution to the Unit Holders of Uniprop Income Fund II (the "Partnership") for the quarter ended June 30, 1999.

A NOTE FROM THE GENERAL PARTNER

Dear Unit Holders:

We are pleased to report that based upon the Partnership's lower mortgage debt service payments and continued strong Partnership operations during the second Quarter, the General Partner has elected to again increase the quarterly distribution. The distribution for the second quarter of 1999 is $611,126, or $.185 per unit held. The new amount represents a 2.8% increase from the $594,610 distributed in May for the first quarter of 1999.

Positive news continues regarding the manufactured housing industry. As reported by the Manufactured Housing Institute (MHI), through their website, favorable manufactured housing trends continue. Of the trends mentioned by the MHI, the most significant are the increased ability to put homes into subdivisions using experienced developers, a growing share of the single family housing market (approximately 25% of all single-family homes sold are manufactured homes), improved home construction quality and appearance, and most importantly, greater availability of traditional financing including longer loan terms.

A top priority for the MHI is to provide consumer satisfaction. In a recent press release from the MHI, it was stated that the industry has undertaken several initiatives to improve homeowner satisfaction. Current research indicates that 88% of manufactured homeowners are satisfied with their homes and would recommend them to their family and friends. This statistic accentuates the importance of pursuing the industry goal of 100% satisfaction. The priorities of the manufactured home industry will have a positive effect on the Partnership’s communities as we continue our new home sales operations.

As always, please feel free to write to us or call us at 1-800-541-7767, if there is anything we can do to help you with your investment.

Sincerely,

Genesis Associates - The General Partner

UNIPROP, Inc. - its managing general partner

Paul M. Zlotoff, President

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