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/ Joel Schwartz                                 			 
     			       	           Joel Schwartz, Principal Financial Officer

Dated: August 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; 

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 11, 2004                  Signature: /s/ Paul M. Zlotoff
 
                                    Paul M. Zlotoff, Principal Executive Officer
                                    President & Director of GP Genesis Corp.




Exhibit 31.2

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


I, Joel Schwartz, 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: August 11,2004                             Signature: /s/ /s/ Joel Schwartz,   
                                                Joel Schwartz, Principal Financial Officer
                                                      GP Genesis Corp.


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 June 30, 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.

August 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 June 30, 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/ Joel Schwartz
Principal Financial Officer,
Chief Financial Officer of Uniprop, Inc.

August 11, 2004