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 $759,779, or $.23 per unit, to the unit holders during the quarter ending September 30, 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 September 30, 2004, the Partnership's cash reserves amounted to $2,455,429.

Results of Operations

Overall, as illustrated in the following table, the Partnership's nine properties reported combined occupancy of 70% at the end of September 2004, versus 82% for September 2003. The average monthly homesite rent as of September 30, 2004 was approximately $401, versus $382 for the quarter ending September 2003.

	Total Capacity	Occupied Sites	Occupancy Rate	Average Rent*
Ardmor Village	339	279	82%	409
Camelot Manor	335	226	67%	367
Country Roads	311	196	63%	278
Dutch Hills	278	226	81%	384
El Adobe	367	242	66%	437
Paradise Village	614	327	53%	340
Stonegate Manor	308	213	69%	383
Sunshine Village	356	317	89%	512
West Valley	421	317	75%	499
Total on 6/30/04:	3,329	2,343	70%	$401
Total on 9/30/03:	3,329	2,735	82%	$382

*Not a weighted average

For the three and nine months ending September 30,2004 and September 30,2003

	Gross Revenue			Net Income			Gross Revenue				Net Income
	9/30/2004	9/30/2003		9/30/2004	9/30/2003		9/30/2004		9/30/2003		9/30/2004		9/30/2003
	three months ended			three months ended			nine months ended				nine months ended
Ardmor	$473,380	$489,779		$208,208	$206,728		$1,253,917		$1,623,130		$626,110		$593,028
Camelot Manor	254,250	329,917		117,616	112,297		865,388		991,940		412,979		429,140
Country Roads	179,297	214,006		71,496	85,130		586,229		658,030		185,887		247,901
Dutch Hills	259,514	318,059		130,969	148,999		834,414		900,896		400,309		456,397
El Adobe	352,915	401,153		148,324	193,537		1,083,370		1,127,293		564,462		577,751
Paradise	487,858	439,015		123,158	81,409		1,265,349		1,284,633		344,791		285,113
Stonegate	287,595	300,631		149,814	103,608		880,871		868,382		362,522		353,289
Sunshine	508,717	605,727		267326	272,019		1,480,181		1,513,924		804,100		821,440
West Valley	487,820	573,533		270,416	327,846		1,485,869		1,701,114		857,384		1,000,584
	3,291,346	3,671,820		1,487,327	1,531,573		9,735,588		10,669,342		4,558,544		4,764,643
Partnership Management	1,973	3,034		(69,820)	(70,652)		4,950		12,299		(301,125)		(244,378)
Other Expense	-----	-------		(152,964)	(102,728)		-------		------		(328,362)		(220,289)
Interest Expense	-----	-------		(447,933)	(455,549)		-------		-------		(1,341,418)		(1,358,840)
Depreciation and
Amortization	-----	-------		(457,455)	(445,964)		-------		-------		(1,366,935)		(1,330,375)
	$3,293,319	$3,674,854		$359,155	$456,680		$9,740,538		$10,681,641		$1,220,704		$1,610,761

Gross revenues for the first nine months of 2004 decreased to $9,740,538 as compared to $10,681,641 for the same nine months of 2003. Gross revenues for the quarter ended September 30, 2004 decreased to $3,293,319, as compared to $3,674,854 the same three months of 2003. The decrease was the result of the decrease in occupancy and lower home sale income.

As described in the Statements of Income, Total Operating Expenses for the first nine months of 2004 decreased to $8,519,834 compared to $9,070,880 for the same nine months of 2003. Total Operating Expenses for the three months ended September 30, 2004 decreased $284,010, to $2,934,164 compared to $3,218,174 in 2003, due to a decrease in home purchases.

As a result of the aforementioned factors, Net Income for the nine month period of 2004 decreased to $1,220,704, compared to $1,610,761 for the same nine months in 2003. Net Income for the three months ended September 30, 2004 decreased to $359,155 compared to $456,680 for the same three months of 2003.

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 September 30, 2004 the Partnership had a note payable outstanding in the amount of $27,465,360. 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 recently completed quarter that has materially affected, or is reasonably likely to materially affect the Partnership's internal control over financial reporting.

ITEM 6. Exhibits

Exhibit 31.1 Principal Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934, as amended

Exhibit 31.2 Principal Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934, as amended

Exhibit 32.1 Certifications pursuant to 18 U.S C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes -Oxley Act of 2002.

                                       
                                       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

Exhibit 31.1

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


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: November 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: November 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 September 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, General Partner


/s/ Joel Schwartz, Principal Financial Officer