SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 1999 Commission File No. 0-16701

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) 645-9261

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:
$20 per unit,units of limited partnership interest .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

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

BALANCE SHEETS


ASSETS	September 30, 1999	December 31, 1998
	(Unaudited)
Properties:
Land	$11,644,103	$11,644,103
Buildings And Improvements	49,707,927	49,421,935
Furniture And Fixtures	451,670	400,872
Manufactured Homes	2,162,583	2,100,666
	63,966,283	63,567,576

Less Accumulated Depreciation	20,184,413	18,819,413
	43,781,870	44,748,163

Cash And Cash Equivalents	2,569,668	2,482,314
Unamortized Finance Costs	600,314	622,800
Other Assets	1,430,684	981,346

Total Assets	$48,382,536	$48,834,623




LIABILITIES	September 30, 1999	December 31, 1998
	(Unaudited)

Accounts Payable	$387,863	$322,340
Other Liabilities	1,202,635	876,996
Notes Payable	29,654,183	29,915,975

Total Liablities	$31,244,681	$31,115,311

Partners' Equity:
General Partner	254,036	242,012
Unit Holders	16,883,819	17,477,300

Total Partners' Equity	17,137,855	17,719,312

Total Liabilities And
Partners' Equity	$48,382,536	$48,834,623


See Notes to Financial Statements
3

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




STATEMENTS OF INCOME		NINE MONTHS ENDED		THREE MONTHS ENDED
(unaudited)		September 30, 1999	September 30, 1998	September 30, 1999	September 30, 1998


Income:
Rental Income		$8,938,928	$8,652,931	$2,993,519	$2,945,129	--
Other		552,777	626,757	193,220	235,541

Total Income		$9,491,705	$9,430,763	$3,186,739	$3,331,745

Operating Expenses:
Administrative Expenses
(Including $472,050 and $457,304,
In Property Management Fees Paid
To An Affliate For The Six and Three Month Periods
Ended September 30, 1999 and 1998
Respectively)		2,544,445	2,679,039	982,422	961,010
Property Taxes		717,357	706,869	238,875	235,464
Utilities		706,738	747,219	267,011	248,690
Property Operations		1,495,180	1,196,644	388,666	409,256
Depreciation And Amortization		1,387,500	1,386,082	462,500	466,082
Interest		1,438,107	1,912,926	479,977	572,909

Total Operating Expenses		$8,289,327	$8,628,779	$1,837,029	$1,932,401

Net Income		$1,202,378	$801,984	$1,349,710	$1,399,344

Income Per Unit:		$0.36	$0.24	$0.11	$0.13

Distribution Per Unit:		$0.54	$0.51	$0.19	$0.17

Weighted Average Number Of Units
Of Beneficial Assignment Of Limited Partnership
Interest Outstanding During The Period Ending
September 30, 1999 And 1998		3,303,387	3,303,387	3,303,387	3,303,387


See Notes to Financial Statements
	4

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



STATEMENTS OF CASH FLOWS
(unaudited)
	NINE MONTHS ENDED
	September 30, 1999	September 30, 1998

Cash Flows From Operating Activities:
Net Income (Loss)	$1,202,378	$801,990

Adjustments To Reconcile Net Income
(Loss) To Net Cash Provided By
Operating Activities:
Depreciation	1,365,000	1,344,000
Amortization	22,500	42,082
(Increase) Decrease In Other Assets From Operations	(449,352)	1,574,850
Increase (Decrease) In Accounts Payables	65,523	434,701
Increase (Decrease) Other Liabilities From Operations	325,639	(432,735)

Total Adjustments	1,329,310	2,962,898

Net Cash Provided By (Used In)
Operating Activities	2,531,688	3,764,888

Cash Flows From Investing Activities:			0	775,859
Capital Expenditures	(398,707)	(410,749)
Sale of Fixed Assets	0	(189,319)
Payment On Mortgage	(261,792)	45,000

Net Cash Provided By (Used In)
Investing Activities	(660,499)	(509,429)

Cash Flows From Financing Activities:
Distributions To Partners	(1,783,835)	(1,684,728)

Net Cash Provided By (Used In)
Financing Activities	(1,783,835)	(1,684,728)

Increase (Decrease) In Cash	(87,354)	(2,589,589)
Cash, Beginning	2,482,314	1,630,552

Cash, Ending	$2,569,668	$4,220,141


See Notes to Financial Statements
5

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

September 30, 1999 (Unaudited)

1. Summary of significant accounting policies:

Presentation:

The balance sheet as of September 30, 1999, the related statements of income and statements of cash flow for the periods ended September 30, 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:

Nine Months Ended Three Months Ended

September 30, 1999 September 30, 1998 September 30,1999September 30,1998

Property management fee

to Uniprop, Inc.: $472,050 $457,304 $158,626 $156,547

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Resources

The capital resources of Uniprop Manufactured Housing Communities Income Fund II (the "Partnership") consist primarily of its nine manufactured home communities. On August 20, 1998 the Partnership refinanced seven of its nine properties with GMAC Commercial Mortgage (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. The properties owned by the Partnership were expected to be sold or financed within seven to ten years after their acquisition. All of the properties have been owned by the Partnership at least ten years and they were refinanced approximately 10 years after their acquisition. Genesis Associates Limited Partnership (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 $829,788 for the quarter ending September 30, 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 for the third quarter of 1999, the General Partner has decided to distribute $627,644, or 4.4%, on an annualized basis, to the Unit Holders. The General Partner will continue to monitor on-going Distributable Cash from Operations generated by the Partnership during the coming quarters. If Distributable Cash from Operations 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 September 30, 1999, the Partnership added $202,166 to cash reserves. During the same quarter in 1998, the Partnership added $271,024 to cash reserves. 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 a combined occupancy of 93.2%, (3,102/3,330 sites), versus 93.9% (3,126/3,330) for September 1998. The average monthly homesite rent as of September 30, 1999 was approximately $356, versus $346, an increase of 2.9% from September 1998.


	Total Capacity	Occupied Sites	Occupancy Rate	Average Rent
Ardmor Village	339	327	96.5%	$329
Camelot Manor	335	327	97.6	327
Country Roads	312	293	93.9	253
Dutch Hills	278	270	97.1	329
El Adobe	371	348	94.8	403
Paradise Village	611	508	82.7	291
Stone gate Manor	308	298	96.8	334
Sunshine Village	356	329	92.4	434
West Valley	420	402	95.5	467
Total on 9/30/99	3,330	3,102	93.2%	$356
Total on 9/30/98	3,330	3,126	93.9%	$346


		Gross Revenues	Net Operating Income
	9/30/99	9/30/98	9/30/99	9/30/98
Ardmor Village	$345,088	$298,044	$171,234	$193,707
Camelot Manor	290,972	286,259	118,048	128,252
Camelot Manor	293,915	286,236	129,204	139,658
Country Roads	208,169	212,653	18,312	(13,030)
Dutch Hills	245,018	240,935	110,655	128,999
El Adobe	440,484	443,717	281,685	276,682
Paradise Village	361,163	385,047	32,845	67,206
Stone Gate Manor	280,787	281,105	123,278	144,995
Sunshine Village	426,171	384,805	292,181	227,375
West Valley	575,544	599,570	349,791	405,860
	$3,173,396	$3,132,135	$1,498,029	$1,560,046
Partnership Management	13,343	151,075	(28,770)	94,578
Other Non Recurring Expenses	---	---	(159,494)	(177,299)
Debt Service	---	---	(479,977)	(572,909)
Depreciation and Amortization	---	---	(462,500)	(466,082)
	$3,186,739	$3,283,210	$367,288	$438,334

Comparison of Quarter Ended September 30, 1999 to Quarter Ended September 30, 1998

Gross revenues decreased $96,471, or 2.9%, to $3,186,739 in 1999, as compared to $3,283,210 in 1998. The decrease was the primarily the result of the absence of the "R" Security income. During the third quarter of 1998, the Partnership recognized income of $151,075 (which was net of a write-off of $868,000 in related, deferred financing costs) representing the liquidation of the "R" Security

As reflected in the Statements of Income, total operating expenses decreased $73,960, or 2.6%, to $2,819,451 in 1999, as compared to $2,893,411 in 1998. The decrease in total operating expenses was primarily the result of lower interest associated with the Partnership's mortgage debt on seven of its nine properties.

As a result of the foregoing factors, net operating income decreased to $367,288 for the quarter ended September 30, 1999 from $438,334 for the quarter ended September 30, 1998.

MANAGEMENT EXPENSES

Net Partnership management expenses for the quarter amounted to $28,770. Expenses of $42,113 (data processing, accounting and legal expenses, appraisal fees and wages to employees of the Partnership) were offset by gross income of $13,343, generated by interest on the Partnership's reserves and transfer fees . The equivalent figures for the third quarter of 1998 were $56,497, $105,032 and $1,067,610, respectively. The gross income in 1998 was inflated by $1,019,075, which was the result of the 1998 Refinancing.

PART II. OTHER INFORMATION

ITEM 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit Number Description

27 Financial Data Schedule

(b) Reports on Form 8-K

There were no reports filed on Form 8-K during the three months ended September 30, 1999.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Uniprop Manufactured Housing Communities

Income Fund II, a Michigan Limited Partnership

BY:Genesis Associates Limited Partnership,

General Partner

BY: Uniprop, Inc.,

its Managing General Partner

By: /s/ Paul M. Zlotoff

Paul M. Zlotoff, President

By: /s/ Gloria A. Koster

Gloria A. Koster, Principal Financial Officer

Dated: November 15, 1999

EXHIBIT INDEX

Exhibit

No. Description Page

27 Financial Data Schedule