Partner's Quarterly

This report accompanies the fourth quarterly distribution of the 1997 fiscal year to the Unit Holders of Uniprop Income Fund II (the "Partnership") for the period ended December 31, 1997.

A NOTE FROM THE GENERAL PARTNER

Dear Unit Holders:

We are pleased to report that 1997 was another successful year for the Partnership. In response to increasing combined occupancy at the nine communities and stronger cash flows from property operations, the General Partner elected to raise the distribution level during 1997 to an annualized 4.0 %.

Although the Partnership's accounting firm, BDO Seidman, has not yet completed the 1997 year-end audit, the fourth quarter operations generated enough cash to allow the Partnership to distribute $561,575 to the Unit Holders, or $.17 per Unit held.

Please find enclosed your distribution check, which represents an annualized 4.0% on your adjusted capital of $17.11 per Unit.

We anticipate the year-end audit to be completed by February 15, 1998. Unit Holders should receive by March 15, 1998, a Form K-1 from which they will use information to be included in their 1997 Federal tax return.

As in prior years, Cushman and Wakefield, an independent national appraisal firm, will appraise the Partnership's nine communities as of March 1998. We will report the appraised value of the nine communities, as well as the net asset value of your Units, in the 1997 annual report which you will receive on or around April 15, 1998.

As always, please feel free to write to us or call us at 1-800-541-7767, if there is anything we can do to help you with your investment in UIFII.

Sincerely,

Genesis Associates - The General Partner
UNIPROP, Inc. - its managing general partner
Paul M. Zlotoff, President