Uniprop Manufactured Housing Communities Income Fund II

Partner's Quarterly

This report accompanies the fourth quarterly distribution of the 1998 fiscal year to the Unit Holders of Uniprop Income Fund II (the "Partnership") for the period ended March 31, 1998.

A NOTE FROM THE GENERAL PARTNER

Dear Unit Holders:

The Partnership has generated sufficient cash from first quarter operations to distribute $0.17 per Unit, or an annualized 4.0% on your adjusted capital contribution of $17.11 per Unit. For custodial accounts, a credit was posted to your account and a confirmation notice is enclosed.

As shown in the chart below and as indicated in our April 15, 1998 letter attached to teh 1997 Annual Report, the aggregate value of the Partnership's nine properties has increased over 38.6% from the original cash purchase price of $55,688,754. This value is based on the March 1998 appraisals provided by Cushman and Wakefield. The April 15, 1998 letter also indicated that the estimated net asset value of each Unit as of March 1998 increased to $13.57, assuming a sale of the properties in March 1998 at their present appraised value. This is an increase of 5.9% over the net asset value of $12.81 per Unit reported in April 1997. Of course, the actual appreciation of the communities cannot be known until the communities are sold. Nevertheless, the annual appraisals do provide an indication of your investment's potential appreciation. The General Partner does not anticipate a sale of any of the Partnership's nine communities until such time that the net asset value is greater than the adjusted capital contribution of $17.11 per Unit. Please remember that the adjusted capital contribution is lower than the original capital contribution of $20.00 per Unit, as a result of the partial return of capital from the Parnership's 1993 financing.

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