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 amount due under the seven mortgage notes was $30,000,000 and the aggregate fair market value of the Partnership's mortgaged 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 for more than ten years. 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 $1,075,268 and $1,104,086 for the quarters ended June 30, 2003 and 2002, respectively. Distributable Cash from Operations is defined as 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 nor as an alternative to cash flow as a measure of liquidity. From Distributable Cash from Operations the General Partner has decided to distribute $759,779, or $.23 per unit, to the unit holders as of June 30, 2003. The General Partner will continue to monitor cash flow generated by the Partnership's nine properties during the coming quarters. If cash flow generated is greater or lesser 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. The remaining $315,489 was added to reserves, as of June 30, 2003, the Partnership's cash reserves amounted to $3,245,079. 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 82% at the end of June 2003, versus 85% for June 2002. The average monthly homesite rent as of June 30, 2003 was approximately $393, versus $380, an increase of 3% from June 2002.

	Total Capacity	Occupied Sites	Occupancy Rate	Average Rent*
Ardmor Village	339	313	93%	383
Camelot Manor	335	262	79%	372
Country Roads	312	239	77%	271
Dutch Hills	278	259	94%	367
El Adobe	367	279	76%	449
Paradise Village	614	372	61%	335
Stonegate Manor	308	241	79%	370
Sunshine Village	356	332	94%	493
West Valley	421	351	84%	494
Total on 6/30/03:	3,330	2,648	82%	$393
Total on 6/30/02:	3,329	2,783	85%	$380

*Not a weighted average

	Gross Revenues		Net Income
	6/30/03	6/30/02	6/30/03	6/30/02
Ardmor Village	$ 692,951	$ 545,206	$ 209,174	$ 310,540
Camelot Manor	386,277	306,823	180,894	135,744
Country Roads	248,032	202,124	85,987	71,783
Dutch Hills	305,638	322,892	153,124	166,969
El Adobe	371,515	351,616	195,227	157,592
Paradise Village	427,806	494,600	108,535	119,696
Stonegate Manor	271,672	261,348	117,358	123,807
Sunshine Village	455,853	462,616	275,913	282,561
West Valley	591,195	452,442	348,047	345,186
	3,750,939	3,399,667	1,674,259	1,713,878
Partnership Management:	4,657	8,270	(80,919)	(50,575)
Other Non Recurring expenses:	-----	----	(64,075)	(98,616)
Debt Service			(453,997)	(460,601)
Depreciation and Amortization	-----	----	(443,504)	(449,101)
	$ 3,755,596	$ 3,407,937	$631,764	$654,985

Gross revenues for the three months increased $347,659 to $3,755,596 in 2003, as compared to $3,407,937 in 2002. The increase was primarily the result of an increase in home sale revenue. (See table on previous page.)

As described in the Statements of Income, Total Operating Expenses for the three months increased to $3,123,832, in 2003, as compared to $2,752,952 for the same three months in 2002. The increase is due to higher home sale expenses.

As a result of the aforementioned factors, Net Income for the three month period decreased to $631,764, compared to $654,985 in 2002.

Gross revenues for the six months increased $280,117 to $7,006,787 in 2003, as compared to $6,726,670 in 2002. The increase was primarily the result of an increase in home sale revenue. (See table on previous page.)

As described in the Statements of Income, Total Operating Expenses for the six months increased to $5,852,706, in 2003, as compared to $5,568,783 for the same six months in 2002. The increase is due to higher home sale expenses.

As a result of the aforementioned factors, Net Income for the six month period decreased to $1,154,081, compared to $1,157,887 in 2002.

ITEM 3.

The Partnership is exposed to interest rate rise 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 June 30, 2003 the Partnership had a note payable outstanding in the amount of $28,047,348. Interest on this note is at a fixed annual 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.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

       The Director and Chief Financial Officer of Uniprop, Inc. have reviewed and evaluated the effectiveness of our disclosure controls and procedures ( as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c) ) within 90 days before the filing of this quarterly report. Based on that evaluation, we have concluded that our current disclosure controls and procedures are effective and timely, providing them with material information relating to that required to be disclosed in the reports we file or submit under the Exchange Act.

Changes in Internal Controls

       There have not been any significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. We are not aware of any significant deficiencies or material weaknesses, therefore no corrective actions were taken.

(A) Reports of Form 8-K
There were no reports filed on Form 8-K during
the three months ended June 30, 2003.

                                           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, General Partner

                                  BY:   /s/ Gloria A. Koster

                                        Gloria A. Koster, Principal Financial Officer

     


I, Paul M Zlotoff, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Uniprop Manufactured Housing Income Fund II;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact 
or omit to state a material fact necessary to make the statements made, in light of the circumstances 
under which such statements were made, not misleading with respect to the period covered by the quarterly 
report;

3.  Based on my knowledge, the financial statements, and other financial information included in this 
quarterly report, fairly present in all material respects the financial condition, results of operations 
and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining 
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the 
registrant and we have:

 a) designed such disclosure controls and procedures to ensure that material information relating to the 
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, 
particularly during the period in which this quarterly report  is being prepared;
 b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date 
within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 c) presented in this quarterly report our conclusions about the effectiveness of the of the disclosure 
controls and procedures based on our evaluation as the Evaluation Date;

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent    
evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or 
persons performing the equivalent function):
                 
 a) all significant deficiencies in the design or operation of internal controls which could adversely 
affect the registrant’s ability to record, process, summarize and report financial data and have 
identified for the registrant’s auditors any material weaknesses in internal controls; and
 b) any fraud, whether or not material, that involves management or other employees who have a 
significant  role in the registrant’s internal controls; and

6.  The Registrant’s other certifying officers and I have indicated in this quarterly report whether or 
not there were significant changes in internal controls or in other factors that could significantly 
affect internal controls subsequent to the date of our most recent evaluation, including any corrective 
actions with regard to significant deficiencies and material weaknesses.

Date: August 12, 2003                  Signature: /s/ Paul M. Zlotoff
 
                                       Paul M. Zlotoff, Principal Executive Officer
                                       President & Director of GP Genesis Corp.







	                                
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

       
I, Gloria A. Koster, certify that:


1. I have reviewed this quarterly report on Form 10-Q of Uniprop Manufactured Housing                
Income Fund II.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact 
or omit to state a material fact necessary to make the statements made, in light of the circumstances 
under which such statements were made, not misleading with respect to the period covered by the quarterly 
report;

3. Based on my knowledge, the financial statements, and other financial information included in this 
quarterly report, fairly present in all material respects the financial condition, results of operations 
and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining 
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the 
registrant and we have;

 a.  designed such disclosure controls and procedures to ensure that material information relating to the 
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, 
particularly during the period in which this quarterly report  is being prepared;
 b.  evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date 
within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 c.  presented in this quarterly report our conclusions about the effectiveness of the of the disclosure 
controls and procedures based on our evaluation as the Evaluation Date.

5. The registrant’s other certifying officers and I have evaluation, to the registrant’s auditors and the 
audit committee of registrant’s board of directors (or persons performing the equivalent function):
                 
 a.  all significant deficiencies in the design or operation of internal controls which could adversely 
affect the registrant’s ability to record, process, summarize and report financial data and have 
identified for the registrant’s auditors and material weaknesses in internal controls; and
 b.  any fraud, whether or not material, that involves management or other employees who have a 
significant  role in the registrant’s internal controls; and

6. The Registrant’s other certifying officers and I have indicated in this quarterly report whether or 
not there were significant changes in internal controls or in other factors that could significantly 
affect internal controls subsequent to the date of our most recent evaluation, including any corrective 
actions with regard to significant deficiencies and material weaknesses.


Date: August 12, 2003                              Signature: /s/ Gloria A. Koster
                                                   Gloria A. Koster, Chief Financial Officer