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 Quarter Ended March 31, 2004 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
38-2702802
(State or other jurisdiction of (I.R.S. employer
incorporation or organization)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: 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

INDEX

Page
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets
March 31, 2004(Unaudited) and
December 31, 2003 3
Statements of Income
Three months ended March 31, 2004
and 2003(Unaudited) 4
Statement of Partners' Equity
Three months ended March 31, 2004(Unaudited) 4
Statements of Cash Flows
Three months ended March 31, 2004
and 2003(Unaudited) 5
Notes to Financial Statements
March 31, 2004(Unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 6
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK 9
ITEM 4.CONTROLS AND PROCEDURES 10

PART II      OTHER INFORMATION                                        
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K            11

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

NOTES TO FINANCIAL STATEMENTS

March 31, 2004(Unaudited)

1. Basis of Presentation:

The accompanying unaudited 2004 financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004, or for any other interim period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Form 10-K for the year ended December 31, 2003.

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

The General Partner has decided to distribute $759,778, or $.23 per unit, to the unit holders as of March 31, 2004. 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.

As of March 31, 2004, the Partnership's cash reserves amounted to $2,421,835. 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 75% at the end of March 2004, versus 80% for March 2003. The average monthly homesite rent as of March 31, 2004 was approximately $401, versus $387, an increase of 3% from March 2003.

Total
Capacity
Occupied
Sites
Occupancy
Rate
Average
Rent*
Ardmor Village 339 296 87% 399
Camelot Manor 335 253 76% 372
Country Roads 312 214 69% 272
Dutch Hills 278 243 87% 377
El Adobe 367 264 72% 450
Paradise Village 614 348 57% 335
Stonegate Manor 308 229 74% 379
Sunshine Village 356 322 90% 512
West Valley 421 321 76% 512
Total on 3/31/04:3,3302,49075% $401
Total on 3/31/03:3,3302,66780% $387
*Not a weighted average


                                         Gross Revenues		           Net Income
  						    	      
                                        3/31/04    3/31/03	      3/31/04	     3/31/03
		    	
Ardmor Village		               $365,881   $440,400	     $203,145	    $177,126
Camelot Manor			        338,936	   275,746	      157,015	     135,949 
Country Roads			        198,947    195,992	       69,343	      76,784
Dutch Hills				300,327	   277,199            119,234	     154,274
El Adobe				355,023	   354,625	      174,911	     188,987
Paradise Village			409,226	   417,812            107,229	      95,169
Stonegate Manor		        	298,770	   296,079    	      128,048	     132,323
Sunshine Village	 		457,287	   452,344	      264,955	     273,508
West Valley				487,127	   536,386	      271,888	     324,691
                                      3,211,524	 3,246,583	    1,495,768      1,558,881
Partnership Management: 	          1,540	     4,608           (129,095)       (92,807)

Other expenses:	                          -----       ----	      (88,474)	     (53,486)
Debt Service						      	     (446,928)	    (449,294)

Depreciation and Amortization	           -----	       ----  (454,126)	    (440,907)
                                     $3,213,064  $3,251,191	     $377,145       $522,317

Comparison of Quarter Ended March 31, 2004 to Quarter Ended March 31, 2003

Gross revenues decreased $38,127 to $3,213,064 in 2004, as compared to $3,251,191 in 2003. The decrease was the result of lower occupancy due to weak economic conditions. (See table on previous page.)

As described in the Statements of Income, total operating expenses increased $107,045, or 4%, to $2,835,919 in 2004, as compared to $2,728,874 in 2003. The increase is due to higher property taxes, higher home sale expense as well as higher property operating cost.

As a result of the aforementioned factors, Net Income decreased to $377,145 for the first quarter of 2004 compared to $522,317 for the first quarter of 2003.

ITEM 3.

QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

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 March 31, 2004 the Partnership had a note payable outstanding in the amount of $27,699,974. 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

       As of the end of the period covered by this report, the Partnership carried out an evaluation, under the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon, and as of the date of, this evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the quarterly report is recorded, processed, summarized and reported as and when required.

       There was no change in the Partnership's internal controls over financial reporting that occurred during the most recent completed quarter that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 6. Reports of Form 8-K

(A) Reports of Form 8-K
There were no reports filed on Form 8-K during
the three months ended March 31, 2004.

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, General Partner BY: /s/ Gloria A. Koster
Gloria A. Koster, Principal Financial Officer

Dated: May 11, 2004

Exhibit 31.1

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 the end of the period covered by this 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: May 11, 2004 Signature: /s/ Paul M. Zlotoff Paul M. Zlotoff, Principal Executive Officer President & Director of Uniprop, Inc.

Exhibit 31.2
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 the end of the period covered by this 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: May 11,2004 Signature: /s/ Gloria A. Koster Gloria A. Koster, Principal Financial Officer, Uniprop, Inc.

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Uniprop Manufactured Housing Communities Income Fund II (the "Company") on Form 10-Q for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I Paul M Zlotoff, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934; and 2. The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company. /s/ Paul M Zlotoff Principal Executive Officer, General Partner to Genesis Associates Limited Partnership President & Director of GP Genesis Corp. May 11, 2004

Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Uniprop Manufactured Housing Communities Income Fund II (the "Company") on Form 10-Q for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I Gloria A. Koster, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: 3. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934; and 4. The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company. /s/ Gloria A. Koster Principal Financial Officer, Chief Financial Officer of Uniprop, Inc. May 11, 2004