UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

                  For The Fiscal Year Ended December 31, 1996

                                      or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

                           Commission File #0-17593

                      Inland Monthly Income Fund II, L.P.
            (Exact name of registrant as specified in its charter)

       Delaware                                       36-3587209
(State of organization)                (I.R.S. Employer Identification Number)

2901 Butterfield Road, Oak Brook, Illinois    60521
 (Address of principal executive office)     (Zip Code)

Registrant's telephone number, including area code:  630-218-8000

          Securities registered pursuant to Section 12(b) of the Act:

Title of each class:          Name of each exchange on which registered:
       None                                      None

       Securities registered pursuant to Section 12(g) of the Act:
                           LIMITED PARTNERSHIP UNITS
                               (Title of class)

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   

Indicate by check mark if disclosure  of delinquent filers pursuant to Item 405
of Regulation S-K is not contained  herein,  and  will not be contained, to the
best of registrant's knowledge,  in  definitive proxy or information statements
incorporated by reference in Part  III  of  this  Form 10-K or any amendment to
this Form 10-K. [X]

State the aggregate market value of  the  voting stock held by nonaffiliates of
the registrant. Not applicable.

The Prospectus of the  Registrant  dated  August  4,  1988, as supplemented and
filed pursuant to Rule 424(b) and  424(c)  under  the Securities Act of 1933 is
incorporated by reference in Parts I, II  and III of this Annual Report on Form
10-K.


                                      -1-



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

                               TABLE OF CONTENTS


                                    Part I                                 Page
                                    ------                                 ----
  Item  1. Business......................................................   3 

  Item  2. Properties....................................................   4 

  Item  3. Legal Proceedings.............................................   7 

  Item  4. Submission of Matters to a Vote of Security Holders...........   7 


                                    Part II
                                    -------
  Item  5. Market for the Partnership's Limited Partnership
            Units and Related Security Holder Matters....................   7

  Item  6. Selected Financial Data.......................................   8

  Item  7. Management's Discussion and Analysis of Financial
            Condition and Results of Operations..........................   9

  Item  8. Financial Statements and Supplementary Data...................  12

  Item  9. Changes in and Disagreements with Independent Auditors on
            Accounting and Financial Disclosure..........................  27


                                   Part III
                                   --------
  Item 10. Directors and Executive Officers of the Registrant............  27

  Item 11. Executive Compensation........................................  32

  Item 12. Security Ownership of Certain Beneficial Owners and
            Management...................................................  33

  Item 13. Certain Relationships and Related Transactions................  33


                                    Part IV
                                    -------
  Item 14. Exhibits, Financial Statement Schedules, and
            Reports on Form 8-K..........................................  34

  SIGNATURES.............................................................  35






                                      -2-



                                    PART I

Item 1. Business

The Registrant, Inland Monthly  Income  Fund  II, L.P. (the "Partnership"), was
formed on June  20,  1988  pursuant  to  the  Delaware  Revised Uniform Limited
Partnership Act, to  invest  in  improved  residential,  retail, industrial and
other income producing properties. On August 4, 1988, the Partnership commenced
an Offering of 50,000 Limited Partnership  Units  (subject to an increase of up
to 30,000 additional Units) pursuant to a Registration under the Securities Act
of 1933. The  Offering  terminated  on  August  4,  1990,  with  total sales of
50,647.14 Units at  $500  per  Unit,  resulting  in  gross offering proceeds of
$25,323,569, not including the General  Partner's  contribution of $500. All of
the holders of these Units were admitted to the Partnership. Inland Real Estate
Investment Corporation is the  General  Partner.  The Partnership acquired five
properties utilizing $21,224,542 of  capital  proceeds collected. On January 8,
1991, the Partnership  sold  one  of  its  properties,  The Wholesale Club. The
Limited Partners of  the  Partnership  share  in  their  portion of benefits of
ownership of  the  Partnership's  real  property  investments  according to the
number of Units held.  The  Partnership  repurchased  551.64 Units for $260,285
from various Limited Partners through the Unit Repurchase Program. There are no
funds remaining for the repurchase of Units through this program.

The Partnership  is  engaged  in  the  business  of  real  estate investment. A
presentation of information about industry segments would not be material to an
understanding of the Partnership's business taken as a whole.

The  Partnership  acquired  fee  ownership   of  the  following  real  property
investments:

     Property and Location            Square Feet          Date of Purchase
-------------------------------   ------------------   ---------------------
Scandinavian Health Spa                  26,040               10/19/88
Health & Racquet Club
Broadview Heights, Ohio

Wholesale Club                          103,000               12/06/88
Commercial Warehouse                                    (sold 01/08/91)
Fort Wayne, Indiana

Colonial Manor                          107,867               06/07/89
Nursing Home Facility
LaGrange, Illinois

K mart                                   84,146               12/29/89
Retail Store
Chandler, Arizona

Euro-Fresh Market Plaza                  52,475               12/31/90
(f/k/a Water Tower Market Plaza)
Shopping Center
Palatine, Illinois

Reference is made to Note 4  of  the  Notes  to Financial Statements (Item 8 of
this Annual  Report)  for  additional  descriptions  of  the Partnership's real
property investments.


                                      -3-



The Partnership's real  property  investments  are  subject to competition from
similar  types  of  properties  in  the  vicinity  in  which  each  is located.
Approximate occupancy levels for  the  properties  are  set forth on a year-end
basis in the table in  Item  2  below  to  which  reference is hereby made. The
Partnership's real property investments  are  located  in Arizona, Illinois and
Ohio.  The Partnership  has  no  real  property investments located outside the
United States.  The  Partnership  does  not  segregate  revenues  or  assets by
geographic region,  and  such  a  presentation  would  not  be  material  to an
understanding of the Partnership's business taken as a whole.

The Partnership currently has significant  net operating leases with Elite Care
Corporation ("Elite"), K mart  Corporation  ("K  mart") and Scandinavian Health
Spa, Inc. ("SHS"). Revenues from the Elite lease for the Colonial Manor Nursing
Home, the K  mart  lease  for  the  K  mart  store  and  the  SHS lease for the
Scandinavian  Health   Spa   represents   approximately   41%,   21%  and  17%,
respectively, of the Partnership's income as of December 31, 1996.

The Partnership has utilized its proceeds for investment to acquire properties.
The leases at certain of  the  Partnership's properties entitle the Partnership
to participate in gross receipts  of  lessees  above fixed minimum amounts. The
Partnership's receipt of such amounts  will  depend  in  part on the ability of
those  lessees  to  compete   with   similar  businesses  in  their  respective
vicinities.

The Partnership also competes with  many  other entities engaged in real estate
investment activities in the  disposition  of  property.  The ability to locate
purchasers for the properties will  depend  primarily  on the operations of the
properties and the desirability of the locations of the operating properties.

The Partnership had no employees during 1996.

The terms of transactions between the Partnership and Affiliates of the General
Partner of the Partnership are set  forth  in  Item  11 below and Note 3 of the
Notes to Financial Statements (Item 8 of this Annual Report) to which reference
is hereby made for a description of such terms and transactions.


Item 2.  Properties

The Partnership owns directly the properties referred to in Item 1 above and in
Note 4 of the Notes to Financial  Statements  (Item 8 of this Annual Report) to
which reference is hereby made for a description of said properties.















                                      -4-



The following is a list  of  approximate occupancy levels for the Partnership's
investment properties as of the end of each of the last five years:

  Properties                   1996      1995      1994      1993      1992
  ----------                   ----      ----      ----      ----      ----
Scandinavian Health Spa        100%      100%      100%      100%      100%
  Health & Racquet Club
  Broadview Heights, Ohio

Colonial Manor                 100%      100%      100%      100%      100%
  Nursing Home Facility
  LaGrange, Illinois

K mart                         100%      100%      100%      100%      100%
  Retail Store
  Chandler, Arizona

Euro-Fresh Market Plaza         95%       89%*      89%       97%       97%
(f/k/a Water Tower Market
 Plaza)
  Shopping Center
  Palatine, Illinois

* Certified Grocers Midwest, Inc.  vacated  Water  Tower Market Plaza in August
  1995. Certified occupied 29,317  square  feet,  or  approximately 56%, of the
  shopping center. This  occupancy  reflects  the  payment of guaranteed rental
  income  received  under  the  original  lease.  (See  Liquidity  and  Capital
  Resources.)



The following is a list of  average  effective annual rents per square foot for
the Partnership's investment properties for each of the last five years:

  Properties                   1996      1995      1994      1993      1992
  ----------                   ----      ----      ----      ----      ----
Scandinavian Health Spa      $ 13.79     13.79     12.54     12.54     12.54
  Health & Racquet Club
  Broadview Heights, Ohio

Colonial Manor                  8.00      8.00      8.00      8.00      8.00
  Nursing Home Facility
  LaGrange, Illinois

K mart                          5.37      5.37      5.37      5.37      5.37
  Retail Store
  Chandler, Arizona

Euro-Fresh Market Plaza         4.66      4.18      4.92      5.71      5.67
(f/k/a Water Tower Market
 Plaza)
  Shopping Center
  Palatine, Illinois




                                      -5-



<TABLE>
The following tables set forth certain information with  respect  to  the  amount and expiration of leases for the Partnership's
investment properties:
<CAPTION>                              Square
                                        Feet                           Renewal           Current        Rent Per
             Lessee                    Leased      Lease Ends          Options         Annual Rent     Square Foot
             ------                   --------   --------------      -----------       -----------     -----------
                                        <S>         <C>               <C>               <C>              <C>
Scandinavian Health Spa,                26,040      12/2004           2/5 years         $359,094         $13.79
    Inc.

Elite Care Corporation                 107,867       1/2001           1/10 years         868,552           8.05

K Mart Corporation                      84,146       7/2013           4/5 years          452,000           5.37

Euro-Fresh Market Plaza:
(f/k/a Water Tower Market Plaza)
    Certified Grocers                   29,317      11/1998             None              78,600           2.68
    Yes! Wear                            1,246      Monthly             None              17,120          13.74
    Edelweiss Delicatessen               2,000      10/1997             None              15,380           7.69
    Land of Pets Pet Shop                4,000       3/1999           1/5 years           37,050           9.26
    Jackson Hewitt Tax Service           1,500      12/1999           2/5 years           12,569           8.38
    Lim's Dry Cleaners                   1,500      12/1997             None              18,072          12.05
    Ohlson World Travel Agency           2,000       3/1997             None              19,788           9.89
    Papa John's Pizza                    2,125       9/2001           2/5 years           17,127           8.06
    TLC Medical Center                   1,275      11/2003             None               8,925           7.00
    TLC Medical Center                   1,700       7/2003             None              12,197           7.17
    TLC Medical Center                   2,294      11/2003             None              19,683           8.58
    Phase II Resale Shop                 1,018       3/1997             None              10,686          10.50
    Vacant                               2,500
</TABLE>
<TABLE>
<CAPTION>
                                                     Approx.        Annual             Annual Base    % of Total    % of Annual
                                       Number    Gross Leasable      Base      Total    Rent Per         GLA         Base Rent
                              Year       of      Area ("GLA") of   Rent of    Annual   Sq. Ft Under   Represented   Represented
                             Ending    Leases    Expiring Leases   Expiring    Base     Expiring      By Expiring   By Expiring
        Property             Dec 31,  Expiring    (square feet)     Leases    Rent(1)    Leases         Leases        Leases   
        --------             -------  --------   ---------------   --------   -------  ------------   -----------   -----------
                              <S>         <C>        <C>          <C>        <C>       <C>                <C>           <C>
Scandinavian Health Spa       1997-       -             -         $    -     $359,094  $      -             -             -
                              2003
                              2004        1           26,040        359,094   359,094       13.79         100%          100%

Colonial Manor Living Center  1997        -             -              -      888,151         -             -             -
                              1998        -             -              -      907,749         -             -             -
                              1999        -             -              -      927,348         -             -             -
                              2000        -             -              -      946,947         -             -             -
                              2001        1          107,867        970,139   970,139        8.99         100%          100%

K Mart                        1997-       -             -              -      452,000         -             -             -
                              2006

Euro-Fresh Market Plaza
(f/k/a Water Tower Market
 Plaza)                       1997        5            7,764         81,046   267,197       10.44       14.80%        30.33%
                              1998        1           29,317         78,600   190,803        2.68       55.87%        41.19%
                              1999        2            5,500         53,133   118,043        9.66       10.48%        45.01%
                              2000        -             -              -       66,355         -             -             -
                              2001        1            2,125         23,375    66,886       11.00        4.05%        34.95%
                              2002        -             -              -       43,511         -             -             -
                              2003        3            5,269         43,511    43,511        8.26       10.04%          100%

(1) No assumptions have been made regarding the releasing of expired leases.   It is the opinion of the General Partner that the
    space will be released at market prices.
</TABLE>

                                      -6-



Item 3. Legal Proceedings

The Partnership is not subject to any material pending legal proceedings.


Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during 1996.



                                    PART II


Item 5. Market for the Partnership's Limited Partnership Units and Related
        Security Holder Matters

As of December 31, 1996, there were  2,172 holders of Units of the Partnership.
There is no public  market  for  Units  nor  is  it anticipated that any public
market for Units  will  develop.  Reference  is  made  to  Item  6  below for a
discussion of cash distributions made to the Limited Partners.

Although the Partnership had established  a  Unit Repurchase Program, there are
no funds remaining for the repurchase of Units through this program.

































                                      -7-



Item 6.  Selected Financial Data


                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

       For the years ended December 31, 1996, 1995, 1994, 1993 and 1992

                 (not covered by Independent Auditors' Report)


                            1996       1995       1994       1993       1992
                            ----       ----       ----       ----       ----
Total assets........... $16,313,004 16,720,422 17,242,725 17,654,173 18,076,459
                        =========== ========== ========== ========== ==========

Total income........... $ 2,108,760  2,072,835  2,109,593  2,109,623  2,092,927
                        =========== ========== ========== ========== ==========


Net income............. $ 1,269,375  1,250,956  1,297,389  1,331,635  1,224,356
                        =========== ========== ========== ========== ==========

Net loss per the one
  General Partner Unit. $    (4,316)    (4,316)    (4,316)    (4,313)    (4,300)
                        =========== ========== ========== ========== ==========

Net income allocated per
  Limited Partnership
  Unit (b)............. $     25.43      25.06      25.98      26.67      24.53
                        =========== ========== ========== ========== ==========

Distributions to
  Limited Partners..... $ 1,703,419  1,703,356  1,756,765  1,734,389  1,653,417
                        =========== ========== ========== ========== ==========

Distributions per
  Limited Partnership
  Unit (b)............. $     34.00      34.00      35.07      34.62      33.01
                        =========== ========== ========== ========== ==========


(a) The above selected financial data  should  be  read in conjunction with the
    financial statements and related  notes  appearing elsewhere in this Annual
    Report.

(b) The net income and distributions per  Unit data are based upon the weighted
    average number of Units outstanding of 50,095.50.









                                      -8-



Item 7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
         Results of Operations

Liquidity and Capital Resources

Certain statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of  Operations"  and  elsewhere  in this annual report on
Form 10-K constitute  "forward-looking  statements"  within  the meaning of the
Federal Private Securities  Litigation  Reform  Act  of  1995.   These forward-
looking statements involve  known  and  unknown  risks, uncertainties and other
factors which  may  cause  the  Partnership's  actual  results, performance, or
achievements to be materially  different  from any future results, performance,
or achievements  expressed  or  implied  by  these  forward-looking statements.
These factors include, among  other  things,  competition for tenants; federal,
state, or local  regulations;  adverse  changes  in  general  economic or local
conditions; uninsured losses; and  potential  conflicts of interest between the
Partnership and its Affiliates, including the General Partner.

On August 4, 1988, the Partnership  commenced an Offering of 50,000 (subject to
increase to  80,000)  Limited  Partnership  Units  pursuant  to  a Registration
Statement  on  Form  S-11  under  the  Securities  Act  of  1933.  The Offering
terminated on August 4, 1990, with  total  sales of 50,647.14 Units at $500 per
Unit, resulting in gross  offering  proceeds  of $25,323,569, not including the
General Partner's contribution of $500. All  of the holders of these Units have
been admitted to  the  Partnership.  The  Partnership  acquired five properties
utilizing $21,224,542 of capital  proceeds  collected.  On January 8, 1991, the
Partnership sold one of its properties,  The Wholesale Club. As of December 31,
1996, cumulative  distributions  to  Limited  Partners  totaled $17,982,890, of
which $4,395,565 represents proceeds from  the  sale  of The Wholesale Club and
$13,587,325  represents  distributable  cash  flow  from  the  properties.  The
Partnership repurchased 551.64 Units for $260,285 from various Limited Partners
through the Unit  Repurchase  Program.  There  are  no  funds remaining for the
repurchase of Units through this program.

As of December 31,  1996,  the  Partnership  had  cash  and cash equivalents of
$1,043,462 which includes approximately $327,800 held in an unrestricted escrow
account for the payment of real  estate taxes for Colonial Manor Living Center.
The Partnership intends to use  such  remaining funds for distributions and for
working capital requirements.

The properties owned by the Partnership  are  generating cash flow in excess of
the 8% annualized  distributions  to  the  Limited  Partners (paid monthly), in
addition to covering  all  the  operating  expenses  of  the Partnership. As of
December  31,  1996,  the  Partnership  has  made  cumulative  distributions of
$253,868 in addition to the 8%  annualized  return to the Limited Partners from
excess cash flow. To  the  extent  that  the  cash  flow from the properties is
insufficient to meet  the  Partnership's  needs,  the  Partnership  may rely on
advances from Affiliates of the General Partner, other short-term financing, or
may sell one or more of the properties.

During May 1996, Euro-Fresh  Market  ("Euro-Fresh")  began its occupancy of the
anchor store of Water Tower Market Plaza in Palatine, Illinois and the shopping
center has been renamed Euro-Fresh  Market  Plaza. Eagle Foods had assigned the
lease on February 4, 1994 to  Certified Grocers Midwest, Inc. ("Certified") who
vacated in August 1995. Under the original  lease, as well as the assignment of
the lease, Eagle  Foods  has  guaranteed  payments  until  November 1998. As of
December 31, 1996, there was  one  vacant  space at Euro-Fresh Market Plaza for
2,500 square feet.


                                      -9-



Results of Operations

At December 31, 1996, the  Partnership  owns  four operating properties. Two of
the  Partnership's  four  operating  properties,  Scandinavian  Health  Spa and
Colonial Manor Living Center, are  leased  on  a "triple-net" basis which means
that all expenses of the property are  passed through to the tenant. The leases
of the other two properties  owned  by  the  Partnership, K mart and Euro-Fresh
Market Plaza (f/k/a Water Tower  Market  Plaza) provide that the Partnership be
responsible for maintenance  of  the  structure  and  the  parking  lot and the
tenants are required to  reimburse  the  Partnership for portions of insurance,
real estate taxes and common area  maintenance. The Partnership sold one of its
properties, The Wholesale Club, on January 8, 1991.

Rental and additional income increased for the year ended December 31, 1996, as
compared to the year ended  December  31,  1995,  due to two factors.  Colonial
Manor Living Center rental income increased due to an annual rental increase in
February 1996.  Additionally, Euro-Fresh Market Plaza (f/k/a Water Tower Market
Plaza) rental  income  increased  due  to  scheduled  rental  increases  and an
increase in occupancy.  As of December  31, 1996, there was one vacant space at
Euro-Fresh Market Plaza for 2,500  square  feet.   Rental and additional income
had decreased for the year  ended  December  31,  1995, as compared to the year
ended December 31, 1994,  due  to  a  decrease  in  rental income at Euro-Fresh
Market Plaza.  As of December 31, 1995, there were three spaces vacant totaling
5,900 square feet.   This  decrease  was  partially  offset by scheduled rental
increases at Colonial Manor Living Center and Scandinavian Health Spa.

Interest income increased for the  years  ended  December 31, 1996 and 1995, as
compared to the year  ended  December  31,  1994,  due to increases in interest
rates.

The other income recorded for the  year  ended December 31, 1994 is primarily a
result of non-operating income relating to Euro-Fresh Market Plaza.

Professional services to Affiliates decreased  for the years ended December 31,
1996 and 1995,  as  compared  to  the  year  ended  December  31,  1994, due to
decreases in legal and accounting services required by the Partnership.

General and administrative expenses to  Affiliates decreased for the year ended
December 31, 1996, as compared to  the  years ended December 31, 1995 and 1994,
due to decreases in marketing and data processing expenses.

Property  operating  expenses  to  Affiliates  decreased  for  the  years ended
December 31, 1996 and 1995, as  compared  to  the year ended December 31, 1994,
due to a decrease  in  property  maintenance  performed  by an Affiliate on the
Partnership's investment  properties.    Property  operating  expenses  to non-
affiliates increased for the year ended  December  31, 1996, as compared to the
year ended December 31, 1995, due to an increase in operating expenses at Euro-
Fresh Market Plaza.  Such expenses include non-recurring repair and maintenance
and marketing expenses.   This  increase  was  partially offset by decreases in
common area maintenance  and  painting.    Property  operating expenses to non-
affiliates increased for the year ended  December  31, 1995, as compared to the
year ended December 31,  1994,  due  to  increases  in common area maintenance,
painting, marketing and real estate taxes at Euro-Fresh Market Plaza.




                                     -10-



Inflation

In  general,  rental  income  and  operating  expenses  for  those  Partnership
properties  operated  under  triple-net  leases,  Scandinavian  Health  Spa and
Colonial Manor Living Center, are not  likely to be directly affected by future
inflation, since rents are fixed under the leases and property expenses are the
responsibility  of  tenants.  The  capital  appreciation  of  triple-net-leased
properties is likely to  be  influenced  by  interest rate fluctuations. To the
extent that inflation  affects  interest  rates,  future  inflation may have an
effect on the capital appreciation of triple-net-leased properties.

Both the K mart and  Euro-Fresh  Market  Plaza (f/k/a Water Tower Market Plaza)
properties are subject to net leases containing rental escalation clauses which
take effect when  specified  sales  volumes  are  achieved  by  the tenants. If
inflation, over time, increases the prices of goods sold by these tenants, this
may result in increased rental income  for  the Partnership. In addition to the
grocery store which is its anchor tenant, Euro-Fresh Market Plaza also includes
smaller commercial spaces which are subject to renewal under short-term leases.
For these spaces, inflation is likely  to increase rental income from leases to
new tenants and lease renewals, subject to normal market conditions.





































                                     -11-



Item 8.  Financial Statements and Supplementary Data



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)




                                     Index
                                     -----                                Page
                                                                          ----
Independent Auditors' Report.............................................  13

Financial Statements:

  Balance Sheets, December 31, 1996 and 1995.............................  14

  Statements of Operations, for the years ended
    December 31, 1996, 1995 and 1994.....................................  16

  Statements of Partners' Capital, for the years ended
    December 31, 1996, 1995 and 1994.....................................  17

  Statements of Cash Flows, for the years ended
    December 31, 1996, 1995 and 1994.....................................  18

  Notes to Financial Statements..........................................  19

Real Estate and Accumulated Depreciation (Schedule III)..................  26


Schedules not filed:

All schedules other than those indicated in  the index have been omitted as the
required information is inapplicable  or  the  information  is presented in the
financial statements or related notes.



















                                     -12-







INDEPENDENT AUDITORS' REPORT


To the Partners of 
Inland Monthly Income Fund II, L.P. 

We have audited the accompanying  balance  sheets of Inland Monthly Income Fund
II, L.P. (a limited partnership)  as  of  December  31,  1996 and 1995, and the
related statements of operations, partners' capital, and cash flows for each of
the three years  in  the  period  ended  December  31,  1996.   Our audits also
included  the  financial  statement  schedule  listed  in  item  14(c).   These
financial statements and financial statement schedule are the responsibility of
the Partnership's management.  Our  responsibility  is to express an opinion on
these financial  statements  and  financial  statement  schedule  based  on our
audits. 

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require  that  we  plan  and  perform the audit to
obtain reasonable assurance about whether  the financial statements are free of
material misstatement.  An audit includes  examining, on a test basis, evidence
supporting the amounts and disclosures  in  the financial statements.  An audit
also  includes  assessing  the   accounting  principles  used  and  significant
estimates made by  management,  as  well  as  evaluating  the overall financial
statement presentation.  We believe that  our audits provide a reasonable basis
for our opinion.

In our opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of Inland Monthly  Income Fund II, L.P.  as of
December 31, 1996 and 1995,  and  the  results  of  its operations and its cash
flows for each of the three  years  in  the  period ended December 31, 1996, in
conformity  with  generally  accepted  accounting  principles.    Also,  in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.



DELOITTE & TOUCHE LLP



Chicago, Illinois
January 31, 1997










                                     -13-



                     INLAND MONTHLY INCOME FUND II,  L.P.
                            (a limited partnership)

                                Balance Sheets

                          December 31, 1996 and 1995




                                    Assets
                                    ------

                                                       1996          1995
Current assets:                                        ----          ----
  Cash and cash equivalents (Note 1).............. $ 1,043,462       981,562
  Accounts and rents receivable...................     139,447       159,975
  Current portion of deferred rent
    receivable (Note 5)...........................       1,366         2,968
  Other assets....................................         493           670
                                                   ------------  ------------
    Total current assets..........................   1,184,768     1,145,175
                                                   ------------  ------------
Investment properties (including acquisition
  fees paid to Affiliates of $1,430,682)
  (Notes 1, 3 and 4):
  Land............................................   3,998,149     3,998,149
  Buildings and improvements......................  13,814,185    13,814,185
                                                   ------------  ------------
                                                    17,812,334    17,812,334
    Less accumulated depreciation.................   3,186,278     2,754,691
                                                   ------------  ------------
      Net investment properties...................  14,626,056    15,057,643
                                                   ------------  ------------
Other assets:
  Deferred leasing fees to Affiliates (net of
    accumulated amortization of $106,820 and
    $88,728 for 1996 and 1995, respectively)
    (Notes 1 and 3)...............................     120,912       139,004
  Deferred rent receivable, less current portion
    (Notes 1 and 5)...............................     381,268       378,600
                                                   ------------  ------------
      Total other assets..........................     502,180       517,604
                                                   ------------  ------------
Total assets...................................... $16,313,004    16,720,422
                                                   ============  ============









                See accompanying notes to financial statements.


                                     -14-



                     INLAND MONTHLY INCOME FUND II,  L.P.
                            (a limited partnership)

                                Balance Sheets
                                  (continued)

                          December 31, 1996 and 1995



                       Liabilities and Partners' Capital
                       ---------------------------------
                                                       1996          1995
                                                       ----          ----
Current liabilities:
  Accounts payable................................ $    14,122         5,494
  Accrued real estate taxes.......................     183,965       180,025
  Distributions payable (Note 7)..................     140,045       140,426
  Due to Affiliates (Note 3)......................       2,925         7,398
  Deposits held for others........................     340,767       321,855
  Other current liabilities.......................      26,925        26,925
                                                   ------------  ------------
    Total current liabilities.....................     708,749       682,123

Commission payable to Affiliate (Note 3)..........     132,000       132,000
                                                   ------------  ------------
Total liabilities.................................     840,749       814,123
                                                   ------------  ------------
Partners' capital (Notes 1, 2 and 3):
  General Partner:
    Capital contribution..........................         500           500 
    Cumulative net income.........................      68,590        72,906
                                                   ------------  ------------
                                                        69,090        73,406
  Limited Partners:                                ------------  ------------
    Units of $500. Authorized 80,000 Units,
      50,095.50 Units outstanding (net of offering
      costs of $3,148,734, of which $653,165
      was paid to Affiliates).....................  21,916,510    21,916,510
    Cumulative net income.........................  11,469,545    10,195,854
    Cumulative distributions...................... (17,982,890)  (16,279,471)
                                                   ------------  ------------
                                                    15,403,165    15,832,893
                                                   ------------  ------------
      Total Partners' capital.....................  15,472,255    15,906,299
                                                   ------------  ------------
Total liabilities and Partners' capital........... $16,313,004    16,720,422
                                                   ============  ============







                See accompanying notes to financial statements.


                                     -15-



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

                           Statements of Operations

             For the years ended December 31, 1996, 1995 and 1994


                                         1996          1995          1994
Income:                                  ----          ----          ----
  Rental income (Notes 1, 4 and 5).. $ 1,918,275     1,892,936     1,899,150
  Additional rental income..........     157,981       144,535       155,593
  Interest income...................      32,504        32,707        22,499
  Other income......................        -            2,657        32,351
                                     ------------  ------------  ------------
                                       2,108,760     2,072,835     2,109,593
Expenses:                            ------------  ------------  ------------
  Professional services to
    Affiliates......................      14,024        19,466        22,892
  Professional services to
    non-affiliates..................      25,541        24,550        25,626
  General and administrative
    expenses to Affiliates..........      30,024        35,026        36,549
  General and administrative
    expenses to non-affiliates......      13,781        13,641        13,493
  Property operating expenses
    to Affiliates...................      31,848        31,068        33,969
  Property operating expenses
    to non-affiliates...............     274,488       248,448       229,996
  Depreciation......................     431,587       431,587       431,587
  Amortization......................      18,092        18,093        18,092
                                     ------------  ------------  ------------
                                         839,385       821,879       812,204
                                     ------------  ------------  ------------
Net income.......................... $ 1,269,375     1,250,956     1,297,389
                                     ============  ============  ============
Net income (loss) allocated to
  (Note 2):
  General Partner................... $    (4,316)       (4,316)       (4,316)  
  Limited Partners..................   1,273,691     1,255,272     1,301,705
                                     ------------  ------------  ------------
    Net income...................... $ 1,269,375     1,250,956     1,297,389
                                     ============  ============  ============
Net loss allocated to the
  one General Partner Unit.......... $    (4,316)       (4,316)       (4,316)
                                     ============  ============  ============
Net income allocated to Limited
  Partners per weighted average
  Limited Partnership Units of
  50,095.50......................... $     25.43         25.06         25.98
                                     ============  ============  ============




                See accompanying notes to financial statements.


                                     -16-



                     INLAND MONTHLY INCOME FUND II,  L.P.
                            (a limited partnership)

                        Statements of Partners' Capital

             For the years ended December 31, 1996, 1995 and 1994



                                        General       Limited
                                        Partner       Partners       Total
                                      -----------   -----------   -----------
Balance January 1, 1994............. $    82,038    16,736,037    16,818,075

Net income (loss)...................      (4,316)    1,301,705     1,297,389
Distributions ($35.07 per weighted
  average of Limited Partnership
  Units of 50,095.50)...............        -       (1,756,765)   (1,756,765)
                                     ------------  ------------  ------------
Balance December 31, 1994...........      77,722    16,280,977    16,358,699

Net income (loss)...................      (4,316)    1,255,272     1,250,956
Distributions ($34.00 per weighted
  average of Limited Partnership
  Units of 50,095.50)...............        -       (1,703,356)   (1,703,356)
                                     ------------  ------------  ------------
Balance December 31, 1995...........      73,406    15,832,893    15,906,299

Net income (loss)...................      (4,316)    1,273,691     1,269,375
Distributions ($34.00 per weighted
  average of Limited Partnership
  Units of 50,095.50)...............        -       (1,703,419)   (1,703,419)
                                     ------------  ------------  ------------
Balance December 31, 1996........... $    69,090    15,403,165    15,472,255
                                     ============  ============  ============




















                See accompanying notes to financial statements.


                                     -17-



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

                           Statements of Cash Flows

             For the years ended December 31, 1996, 1995 and 1994



                                         1996          1995          1994
Cash flows from operating activities:    ----          ----          ----
  Net income........................ $ 1,269,375     1,250,956     1,297,389
  Adjustments to reconcile net
      income to net cash provided by
      operating activities:
    Depreciation....................     431,587       431,587       431,587
    Amortization....................      18,092        18,093        18,092
    Deferred rent receivable........      (1,066)        1,878       (12,901)
    Changes in assets and liabilities:
      Accounts and rents receivable.      20,528         8,730       (43,992)
      Other assets..................         177          (316)          (69)
      Accounts payable..............       8,628       (29,160)       30,914
      Accrued real estate taxes.....       3,940         7,831         9,055
      Due to Affiliates.............      (4,473)        6,718          (579)
      Other current liabilities.....        -          (25,000)       (2,466)
Net cash provided by operating       ------------  ------------  ------------
  activities........................   1,746,788     1,671,317     1,727,030
                                     ------------  ------------  ------------
Cash flows from financing activities:
  Change in deposits held for others      18,912       (30,292)       11,004
  Cash distributions ...............  (1,703,800)   (1,703,356)   (1,756,765)
Net cash used in financing           ------------  ------------  ------------
    activities......................  (1,684,888)   (1,733,648)   (1,745,761)
                                     ------------  ------------  ------------
Net increase (decrease) in cash and
    cash equivalents................      61,900       (62,331)      (18,731)
Cash and cash equivalents at
  beginning of year.................     981,562     1,043,893     1,062,624
Cash and cash equivalents at end     ------------  ------------  ------------
  of year........................... $ 1,043,462       981,562     1,043,893
                                     ============  ============  ============














                See accompanying notes to financial statements.


                                     -18-



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements

             For the years ended December 31, 1996, 1995 and 1994


(1) Organization and Basis of Accounting

The Registrant, Inland Monthly  Income  Fund  II, L.P. (the "Partnership"), was
formed on June  20,  1988  pursuant  to  the  Delaware  Revised Uniform Limited
Partnership Act, to  invest  in  improved  residential,  retail, industrial and
other income producing properties. On August 4, 1988, the Partnership commenced
an Offering of 50,000 (subject to increase to 80,000) Limited Partnership Units
pursuant to a  Registration  under  the  Securities  Act  of 1933. The Offering
terminated on August 4, 1990, with  total  sales of 50,647.14 Units at $500 per
Unit, resulting in gross  offering  proceeds  of $25,323,569, not including the
General Partner's contribution for $500. All of the holders of these Units have
been admitted to the Partnership.  Inland Real Estate Investment Corporation is
the General Partner.  The  Limited  Partners  of  the  Partnership share in the
benefits  of  ownership  of  the  Partnership's  real  property  investments in
proportion to the  number  of  Units  held.  The Partnership repurchased 551.64
Units for $260,285 from  various  Limited  Partners through the Unit Repurchase
Program. There are no funds remaining  for the repurchase of Units through this
program.

The preparation of financial  statements  in conformity with generally accepted
accounting principles requires  management  to  make  estimates and assumptions
that affect the reported amounts  of  assets  and liabilities and disclosure of
contingent assets and liabilities at  the  date of the financial statements and
the reported amounts  of  revenues  and  expenses  during the reporting period.
Actual results could differ from those estimates.

Offering costs have been offset against the Limited Partners' capital accounts.

The Partnership adopted  Statement  of  Financial  Accounting Standards No. 121
"Accounting for the Impairment of  Long-Lived  Assets and for Long-Lived Assets
to be Disposed of" ("SFAS 121") as required in the first quarter of 1996.  SFAS
121 requires that the Partnership record  an impairment loss on its property to
be held for investment whenever  its  carrying  value cannot be fully recovered
through estimated undiscounted  future  cash  flows  from  their operations and
sale.  The  amount  of  the  impairment  loss  to  be  recognized  would be the
difference between the property's  carrying  value and the property's estimated
fair value.    The  adoption  of  SFAS  121  did  not  have  any  effect on the
Partnership's financial position, results of operations or liquidity.   

Depreciation expense is computed using  the straight-line method. Buildings and
improvements are based upon estimated  useful  lives  of  30 to 40 years, while
furniture and fixtures are based upon estimated  useful lives of 5 to 12 years.
Repair  and  maintenance  expenses  are  charged  to  operations  as  incurred.
Significant improvements are capitalized  and  depreciated over their estimated
useful lives.




                                     -19-



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)


Deferred leasing fees are amortized on  a  straight-line basis over the term of
the related lease.

Rental income is recognized  on  a  straight-line  basis  over the term of each
lease. The difference between rental income  earned and the cash rent due under
the provisions of the lease agreements is recorded as deferred rent receivable.

The Partnership  considers  all  highly  liquid  investments  purchased  with a
maturity of three months or  less  to  be  cash  equivalents and are carried at
cost, which approximates market.  For  the  years  ended  December 31, 1996 and
1995, included in  cash  and  cash  equivalents  is  approximately $327,800 and
$311,000, respectively, held in an  unrestricted escrow account for the payment
of real estate taxes for Colonial Manor Living Center.

No provision for Federal income taxes  has  been made as the liability for such
taxes is that of the Partners rather than the Partnership.

The Partnership records are maintained  on  the  accrual basis of accounting in
accordance with generally accepted  accounting principles ("GAAP"). The Federal
income tax return has been prepared  from such records after making appropriate
adjustments, if any,  to  reflect  the  Partnership's  accounts as adjusted for
Federal income tax reporting purposes. Such adjustments are not recorded in the
records of the Partnership.  The  net  effect  of  these items is summarized as
follows:
                                       1996                      1995
                             ------------------------- -----------------------
                                             Tax                       Tax
                                GAAP        Basis         GAAP        Basis
                                Basis    (unaudited)      Basis    (unaudited)
                             ----------- ------------- ----------- -----------
Total assets................ $16,313,004   19,461,737   16,720,422  19,869,155

Partners' capital:
  General Partner...........      69,090       16,313       73,406      20,629
  Limited Partners..........  15,403,165   18,604,676   15,832,893  19,034,404

Net income (loss):
  General Partner...........      (4,316)      (4,316)      (4,316)     (4,316)
  Limited Partners..........   1,273,691    1,317,530    1,255,272   1,276,077

Net income per Limited
  Partnership Unit..........       25.43        26.30        25.06       25.47

The net income per Limited Partnership  Unit is based upon the weighted average
number of Units of 50,095.50.





                                     -20-



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)


(2) Partnership Agreement

The Partnership Agreement  defines  the  allocation  of distributable available
cash and  profits  and  losses.  Limited  Partners  will  receive  100% of cash
available  for  distribution  until  the   Limited  Partners  have  received  a
Cumulative Preferred Return  of  8%  per  annum  through  August  4, 1993 and a
Preferential Return of 10%  per  annum  for  the  period  after August 4, 1993.
Thereafter, the General  Partner  shall  be  allocated  an  amount equal to any
Supplemental Capital Contributions outstanding at  the time of the distribution
and then 95%  of  cash  available  for  distribution  will  be allocated to the
Limited Partners and 5%  will  be  allocated  to  the General Partner. Net Sale
Proceeds will be distributed to  the  Limited Partners until they have received
an amount equal  to  their  Invested  Capital  and  any  deficiency  in the 10%
Preferential Return.  Thereafter,  any  remaining  Net  Sale  Proceeds  will be
distributed 85%  to  the  Limited  Partners  and  15%  to  the General Partner.
Distributions of Net Sale Proceeds  to  the Limited Partners represent a return
of Invested Capital.

Pursuant to the terms of the Partnership Agreement, the profits and losses from
operations are allocated as follows:

(a) Depreciation shall be allocated 99% to  the taxable Limited Partners and 1%
    to the General Partner.

(b) To the extent the minimum  distribution  of  8% per annum through August 4,
    1993  to  the   Limited   Partners   is   funded  by  Supplemental  Capital
    Contributions, the distribution shall  be  treated as a guaranteed payment,
    and the resulting deduction shall be allocated to the General Partner.

(c) The remaining net profits shall  be  allocated 100% to the Limited Partners
    until the Limited  Partners  have  been  allocated  an  amount equal to the
    distribution required to provide them  a  Cumulative Preferred Return of 8%
    per annum through August 4, 1993 and a Preferential Return of 10% per annum
    for the period after August 4, 1993.

(d) The remainder, if any, shall be  allocated  95% to the Limited Partners and
    5% to the General Partner

The General Partner was required to make Supplemental Capital Contributions, if
necessary, in sufficient amounts to allow the Partnership to make distributions
to the Limited Partners to  provide  a  non-compounded return on their invested
capital equal to 8%  per  annum  through  August  4,  1993.  The amount of such
Supplemental Capital Contributions was $30,155.  The  entire amount was paid to
the Partnership in April of 1990.  The  General Partner was repaid on August 4,
1993, after the Limited Partners  received  a Cumulative Preferred Return of 8%
per annum through August 4, 1993.




                                     -21-



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)


(3) Transactions with Affiliates

The General  Partner  and  its  Affiliates  are  entitled  to reimbursement for
salaries and expenses of employees  of  the  General Partner and its Affiliates
relating to the administration of  the  Partnership. Such costs are included in
professional services to Affiliates and  general and administrative expenses to
Affiliates, of which $2,925 and $7,398  was  unpaid as of December 31, 1996 and
1995, respectively.

An Affiliate of the General Partner earned Property Management Fees of $31,848,
$31,068 and $32,107 for  the  years  ended  December  31,  1996, 1995 and 1994,
respectively, in connection  with  managing  the Partnership's properties. Such
fees are included in property  operating  expenses  to Affiliates, all of which
has been paid as of December 31, 1996. In addition, an Affiliate of the General
Partner  performed  property   maintenance   on  the  Partnership's  investment
properties and was reimbursed  (as  set  forth  under  terms of the Partnership
Agreement) for direct costs. Such costs  of  $1,862 for the year ended December
31, 1994 are included  in  property  operating  expenses  to Affiliates, all of
which has been paid. No such  costs  were incurred for the years ended December
31, 1996 and 1995.

In connection with the  sale  of  The  Wholesale  Club  on January 8, 1991, the
Partnership recorded $132,000 of  sales  commission  payable to an Affiliate of
the General  Partner.  Such  commission  has  been  deferred  until the Limited
Partners receive their  Original  Capital  plus  a  return  as specified in the
Partnership Agreement.


(4) Investments in Property

Scandinavian Health Spa, Inc., Broadview Heights, Ohio
------------------------------------------------------
On October 19, 1988,  the  Partnership  took  title  to  this property which an
Affiliate of the General Partner purchased on behalf of the Partnership from an
unaffiliated third party for $2,760,000. The  property consists of a 26,040 net
rentable square-foot, two-story masonry  building  including a pool, whirlpool,
two saunas, suspended running track,  two racquet ball courts, extensive locker
room areas, a nursery  and  offices.  The  total  cost  of this property to the
Partnership was $3,016,527,  which  includes  acquisition  fees of $241,500 and
acquisition costs of $15,027. The lease expires in December 2004 and the tenant
has the option to extend  the  lease  for two additional five-year periods. The
tenant has leased 100%  of  the  rentable  space  on  a  triple-net basis for a
current monthly amount of $29,925.







                                     -22-



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

Colonial Manor Living Center, LaGrange, Illinois
------------------------------------------------
On June 7, 1989, the Partnership took title to this property which an Affiliate
of  the  General  Partner  purchased  on  behalf  of  the  Partnership  from an
unaffiliated third party for  $6,787,232.  The  property  consists of a 107,867
square-foot nursing care facility located in LaGrange, Illinois. The total cost
of this property to the  Partnership was $7,521,881, which includes acquisition
fees of $601,675 and  acquisition  costs  of  $132,974. The center is currently
100% leased to Elite  Care  Corporation.  The  lease  is a triple-net lease and
expires January 2001. The  tenant  has  the  right  to  extend the lease for an
additional ten-year term. The rent per  annum is $868,552 and adjusts annually.
In 1992, the current operator of  this  facility negotiated with a new operator
to sublease the facility. The General  Partner approved the transaction with no
significant changes to the terms of the lease.

K mart Retail Store, Chandler, Arizona
--------------------------------------
On December 29, 1989,  the  Partnership  took  title  to this property which an
Affiliate of the General Partner purchased on behalf of the Partnership from an
unaffiliated third party for  $4,568,000.  The  property  consists of an 84,146
square-foot retail building. The total cost of this property to the Partnership
was  $5,072,473,  which  includes  acquisition  fees  of  $406,862  and related
acquisition costs of $97,611. The tenant  has  a lease for 100% of the rentable
space on a net basis and is  responsible  for payment of the real estate taxes,
insurance  and  all  utilities.   The   Partnership  will  be  responsible  for
maintenance of the structure and  the  parking  lot.  The lease requires a base
rent of $452,000 per annum and  additional  rent  equal to 1% of gross sales in
excess of $14,000,000. The lease expires  in  July  2013 and the tenant has the
option to extend the lease for four additional five-year periods.

Euro-Fresh Market Plaza (f/k/a Water Tower Market Plaza), Palatine, Illinois
----------------------------------------------------------------------------
On December 31, 1990,  the  Partnership  took  title  to  this property from an
unaffiliated third party for $2,000,000. The property consists of two buildings
aggregating 52,475 square feet. One of  the  buildings  is a food store and the
other is a multi-tenant building  containing twelve commercial units. The total
cost of  this  property  to  the  Partnership  was  $2,186,383,  which includes
acquisition fees of  $180,645  and  related  acquisition  costs  of $5,738. The
property is 92% leased on a  net  basis  with the tenants responsible for their
portion of real estate taxes  and  common  area maintenance. The Partnership is
responsible for its share of real estate taxes and common area maintenance plus
the maintenance of the  structures  and  the  parking  lot. Then anchor tenant,
Eagle Food Store, had a lease through  May 1997 with an annual rent of $78,600.
The current tenants in the  12-unit  building  have  leases ranging from one to
five years at an average monthly  rent  of  $1,207. In January 1994, the anchor
tenant at the shopping center, Eagle Foods, closed its store. In February 1994,
with the approval of the  General  Partner,  Eagle  Foods assigned its lease to
Certified Grocers Midwest,  Inc.  ("Certified").  Certified  occupied the store
from March 1994  until  August  1995.  In  May  1996, Euro-Fresh Market ("Euro-
Fresh") began its occupancy of  the  anchor  store  and the shopping center was
renamed Euro-Fresh Market  Plaza.  Under  the  original  lease,  as well as the
assignment of the lease,  Eagle  Foods  has  guaranteed payments until November
1998.


                                     -23-



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)


Cost and accumulated depreciation  of  the  above  properties are summarized as
follows:
                                                1996           1995
    Health and Racquet Club:                ------------   ------------
         Cost.............................. $ 3,016,527      3,016,527
         Less accumulated depreciation.....     595,620        523,422
                                            ------------   ------------
                                              2,420,907      2,493,105
    Retail Store:                           ------------   ------------
         Cost..............................   5,072,473      5,072,473
         Less accumulated depreciation.....     744,230        639,163
                                            ------------   ------------
                                              4,328,243      4,433,310
    Nursing Home:                           ------------   ------------
         Cost..............................   7,521,881      7,521,881
         Less accumulated depreciation.....   1,558,015      1,352,563
                                            ------------   ------------
                                              5,963,866      6,169,318
    Shopping Center:                        ------------   ------------
         Cost..............................   2,201,453      2,201,453
         Less accumulated depreciation.....     288,413        239,543
                                            ------------   ------------
                                              1,913,040      1,961,910
                                            ------------   ------------
         Total............................. $14,626,056     15,057,643
                                            ============   ============


(5) Operating Leases

Certain tenant leases contain provisions  providing for stepped rent increases.
Generally accepted accounting principles require that rental income be recorded
for the period of  occupancy  using  the  straight-line basis. The accompanying
financial statements include an increase of $1,066, a decrease of $1,878 and an
increase of $12,901 in 1996, 1995  and 1994, respectively, of rental income for
the period of occupancy for which stepped rent increases apply and $382,634 and
$381,568 in related deferred rent receivable  as of December 31, 1996 and 1995,
respectively. These amounts will  be  collected  over  the terms of the related
leases as scheduled rent payments are made.











                                     -24-



                      INLAND MONTHLY INCOME FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)


Minimum lease payments to be received  in  the future from operating leases are
as follows: 

         1997.......................................... $ 1,891,271
         1998..........................................   1,872,933
         1999..........................................   1,794,411
         2000..........................................   1,791,752
         2001..........................................     918,541
         Thereafter....................................   6,256,680
                                                        ------------
         Total......................................... $14,525,588
                                                        ============

Pursuant to the lease  agreements,  tenants  of  Euro-Fresh Market Plaza (f/k/a
Water Tower Market Plaza) are  required  to reimburse the Partnership for their
prorata share of the real estate  taxes and operating expenses of the property.
Such amounts are included in additional rental income.

The Partnership currently has significant  net operating leases with Elite Care
Corporation ("Elite"), K mart  Corporation  ("K  mart") and Scandinavian Health
Spa, Inc. ("SHS"). Revenues from the Elite lease for the Colonial Manor Nursing
Home, the K  mart  lease  for  the  K  mart  store  and  the  SHS lease for the
Scandinavian  Health   Spa   represents   approximately   41%,   21%  and  17%,
respectively, of the Partnership's income as of December 31, 1996.


(6) Legal Proceedings

On March  10,  1995,  the  Partnership  settled  a  claim  with  regards to the
reorganization plan of Adventist Living  Centers, Inc. ("ALC"), a former tenant
of the Partnership's nursing home. The Partnership received $81,082 from ALC in
connection with their lease termination agreement. The Partnership paid $36,941
as its portion of the settlement  but  received  $5,906 from its share of a co-
defendant's contribution.


(7) Subsequent Events

During January 1997, the  Partnership  paid  a  distribution of $140,045 to the
Limited Partners.










                                     -25-



<TABLE>
                                                       INLAND MONTHLY INCOME FUND II, L.P.
                                                             (a limited partnership)
                                                                  Schedule III
                                                    Real Estate and Accumulated Depreciation
                                                                December 31, 1996
<CAPTION>
                          Initial cost
                          to Partnership                            Gross amount at which carried
                               (A)              Costs                   at end of period (B)                
                     ----------------------- capitalized  ------------------------------------------------- 
                                 Buildings    subsequent              Buildings               Accumulated   
                                    and          to                     and         Total     Depreciation  
                        Land    improvements acquisition    Land    improvements     (C)          (D)       
                     ---------- ------------ ------------ --------- ------------- ---------- -------------- 
<S>                  <C>          <C>             <C>     <C>         <C>          <C>          <C>         
Health & Racquet Club:
  Scandinavian Health                                                                                       
    Spa, Inc.                                                                                               
  Broadview Hts., OH $  850,609   2,165,039          879    850,609   2,165,918    3,016,527      595,620   

Nursing Home Facility:
  Colonial Manor                                                                                            
  LaGrange, IL          416,390   7,105,491         -       416,390   7,105,491    7,521,881    1,558,015   

Retail Store:
  K mart                                                                                                    
  Chandler, AZ        1,920,439   3,152,034         -     1,920,439   3,152,034    5,072,473      744,230   

Shopping Center:
  Euro-Fresh Market Plaza
  (f/k/a Water Tower Market
   Plaza                                                                                                    
  Palatine, IL          810,711   1,375,672       15,070    810,711   1,390,742    2,201,453      288,413   
                     ---------- ------------ ------------ --------- ------------- ---------- -------------- 
             Totals  $3,998,149  13,798,236       15,949  3,998,149  13,814,185   17,812,334    3,186,278
                     ========== ============ ============ ========= ===========   ========== =============

Notes:
  (A) The initial cost to the Partnership represents the original purchase price of the properties, including amounts incurred
      subsequent to acquisition which were contemplated at the time the property was acquired.
  (B) The aggregate cost of real estate owned at December 31, 1996 for Federal income tax purposes was approximately $17,812,334
      (unaudited.)
  (C) Reconciliation of real estate owned:
</TABLE>
<TABLE>
<CAPTION>
                                                                1996             1995              1994
                                                                ----             ----              ----
         <S>                                              <C>                 <C>               <C>
         Balance at beginning of year.................... $  17,812,334       17,812,334        17,812,334
         Sales...........................................          -                -                 -
                                                          --------------    -------------    --------------
         Balance at end of year.......................... $  17,812,334       17,812,334        17,812,334
                                                          ==============    =============    ==============

  (D) Reconciliation of accumulated depreciation:

         Balance at beginning of year.................... $   2,754,691        2,323,104         1,891,517
         Depreciation expense............................       431,587          431,587           431,587
                                                          --------------    -------------    --------------
         Balance at end of year.......................... $   3,186,278        2,754,691         2,323,104
                                                          ==============    =============    ==============
</TABLE>

<TABLE>
                                              INLAND MONTHLY INCOME FUND II, L.P.
                                                    (a limited partnership)
                                                         Schedule III
                                           Real Estate and Accumulated Depreciation
                                                       December 31, 1996
<CAPTION>
          
         
                                             Life on which
                     Date                    depreciation
                     Con-                    in latest Stmt
                     stru-      Date         of Operations
                     cted       Acq           is computed
                     ---------- ------------ --------------
<S>                   <C>       <C>            <C>
Health & Racquet Club:
  Scandinavian Health
    Spa, Inc.                   10/19
  Broadview Hts., OH  1984       1988          30 years

Nursing Home Facility:
  Colonial Manor                06/07
  LaGrange, IL        1924       1989          40 years

Retail Store:
  K mart                        12/29
  Chandler, AZ        1986       1989          30 years

Shopping Center:
  Euro-Fresh Market Plaza
  (f/k/a Water Tower Market
   Plaza                        12/31
  Palatine, IL        1973       1990          30 years
                                             

</TABLE>

                                     -26-



Item 9.  Changes in and Disagreements with Independent Auditors on Accounting
         and Financial Disclosure

There were no disagreements on accounting or financial disclosures during 1996.



                                   PART III


Item 10.  Directors and Executive Officers of the Registrant

The  General  Partner  of  the   Partnership,  Inland  Real  Estate  Investment
Corporation, was organized in 1984 for the purpose of acting as general partner
of limited partnerships formed  to  acquire,  own  and operate real properties.
The General Partner is a wholly-owned subsidiary  of The Inland Group, Inc.  In
1990, Inland Real Estate Investment  Corporation became the replacement General
Partner for an additional 301  privately-owned real estate limited partnerships
syndicated by Affiliates.    The  General  Partner  has  responsibility for all
aspects of the  Partnership's  operations.    The  relationship  of the General
Partner  to  its  Affiliates  is  described  under  the  caption  "Conflicts of
Interest" at pages 11 to 13 of  the  Prospectus, a copy of which description is
hereby incorporated herein by reference.


Officers and Directors

The officers, directors, and key  employees  of  The Inland Group, Inc. and its
Affiliates ("Inland") that are  likely  to  provide services to the Partnership
are as follows:


                               Functional Title

  Daniel L. Goodwin....... Chairman and Chief Executive Officer
  Robert H. Baum.......... Executive Vice President-General Counsel
  G. Joseph Cosenza....... Senior Vice President-Acquisitions
  Robert D. Parks......... Senior Vice President-Investments
  Norbert J. Treonis...... Senior Vice President-Property Management
  Catherine L. Lynch...... Treasurer
  Paul J. Wheeler......... Vice President-Personal Financial Services Group
  Roberta S. Matlin....... Assistant Vice President-Investments
  Mark Zalatoris.......... Assistant Vice President-Due Diligence
  Patricia A. Challenger.. Vice President-Asset Management
  Kelly Tucek............. Assistant Vice President-Partnership Accounting
  Cynthia M. Hassett...... Assistant Vice President-Partnership Accounting
  Venton J. Carlston...... Assistant Controller










                                     -27-



    DANIEL L. GOODWIN (age 53)   is  Chairman  of the Board of Directors of The
Inland Group, Inc.,  a  billion-dollar  real  estate and financial organization
located in Oak Brook,  Illinois.    Among  Inland's subsidiaries is the largest
property management firm in  Illinois  and  one  of the largest commercial real
estate and mortgage banking firms in the Midwest.

Mr. Goodwin has served as Director  of  the  Avenue  Bank  of Oak Park and as a
Director of the Continental Bank of  Oakbrook  Terrace.  He was Chairman of the
Bank Holding Company of American National Bank  of DuPage.  Currently he is the
Chairman of the Board of Inland Mortgage Investment Corporation.

Mr. Goodwin has been in the  housing  industry  for more than 28 years, and has
demonstrated a lifelong interest in  housing-related  issues.  He is a licensed
real estate broker and a member  of  the  National Association of Realtors.  He
has developed thousands of housing units  in the Midwest, New England, Florida,
and the Southwest.   He  is  also  the  author  of a nationally recognized real
estate reference book for the management of residential properties.

Mr. Goodwin has served on  the  Board  of the Illinois State Affordable Housing
Trust Fund for the past 6 years.    He  is an advisor for the Office of Housing
Coordination Services of the State  of  Illinois,  and  a member of the Seniors
Housing Committee of the  National  Multi-Housing  Council.  Recently, Governor
Edgar appointed  him  Chairman  of  the  Housing  Production  Committee for the
Illinois State Affordable Housing Conference.    He  also served as a member of
the Cook County Commissioner's  Economic  Housing Development Committee, and he
was the Chairman of the DuPage County  Affordable Housing Task Force.  The 1992
Catholic  Charities  Award  was  presented  to  Mr.  Goodwin  for  his  work in
addressing affordable housing needs.   The  City  of Hope designated him as the
1980's Man of the Year for the  Illinois  construction industry.  In 1989,  the
Chicago Metropolitan Coalition on Aging presented  Mr. Goodwin with an award in
recognition of his  efforts  in  making  housing  more  affordable to Chicago's
Senior Citizens.  On May 4, 1995, PADS, Inc. (Public Action to Deliver Shelter)
presented Mr. Goodwin  with  an  award,  recognizing  The  Inland  Group as the
leading corporate provider of transitional  housing  for the homeless people of
DuPage County.  Also, Mr. Goodwin  serves as Chairman of New Directions Housing
Corporation, a leading provider of affordable housing in northern Illinois.

Mr. Goodwin is a product  of  Chicago-area schools, and obtained his Bachelor's
and Master's Degrees  from  Illinois  Universities.    Following graduation, he
taught for five years in Chicago  Public  Schools.  His commitment to education
has  continued  through  his  work  with  the  Better  Boys  Foundation's Pilot
Elementary School in  Chicago,  and  the  development  of the Inland Vocational
Training Center  for  the  Handicapped  located  at  Little  City  in Palatine,
Illinois.  He  personally  established  an  endowment  which  funds a perpetual
scholarship program for inner-city  disadvantaged  youth.   In 1990 he received
the Northeastern  Illinois  University  President's  Meritorious Service Award.
Mr. Goodwin  holds  a  Master's  Degree  in  Education  from  Northern Illinois
University, and in 1986, he was awarded an Honorary Doctorate from Northeastern
Illinois University College of Education.    More  than 12 years ago, under Mr.
Goodwin's direction, Inland instituted a  program to train disabled students in
the workplace.  Most of these students  are still employed at Inland today, and
Inland has become  one  of  the  largest  employers  of  the disabled in DuPage
County.  He has served as a member  of the Board of Governors of Illinois State
Colleges and  Universities,  and  he  is  currently  a  trustee  of Benedictine
University.  He was elected  Chairman of Northeastern Illinois University Board
of Trustees in January 1996.

                                     -28-



Mr. Goodwin served as a  member  of  Governor  Jim Edgar's Transition Team.  In
1988 he received  the  Outstanding  Business  Leader  Award  from the Oak Brook
Jaycees and has  been  the  General  Chairman  of  the National Football League
Players Association Mackey Awards  for  the  benefit  of  inner-city youth.  He
served as the recent Chairman  of  the  Speakers  Club of the Illinois House of
Representatives.  In March 1994, he  won  the Excellence in Business Award from
the DuPage Area Association  of  Business  and  Industry.  Additionally, he was
honored by Little Friends on May 17, 1995 for rescuing their Parent-Handicapped
Infant Program when they lost their  lease.    He was the recipient of the 1995
March of Dimes Life Achievement Award  and  was recently recognized as the 1997
Corporate Leader of the Year by the  Oak Brook Area Association of Commerce and
Industry.

    ROBERT H. BAUM (age 53)    has  been  with  The  Inland Group, Inc. and its
affiliates since 1968 and is one of  the four original principals.  Mr. Baum is
Vice Chairman and Executive Vice President-General Counsel of The Inland Group,
Inc.  In his  capacity  as  General  Counsel,  Mr.  Baum is responsible for the
supervision  of  the  legal  activities  of  The  Inland  Group,  Inc.  and its
affiliates.  This responsibility  includes  the  supervision  of The Inland Law
Department and serving as  liaison  with  all  outside  counsel.   Mr. Baum has
served as a member of  the North American Securities Administrators Association
Real Estate Advisory  Committee  and  as  a  member  of the Securities Advisory
Committee to the Secretary  of  State  of  Illinois.    He  is  a member of the
American Corporation Counsel Association and has also been a guest lecturer for
the Illinois State Bar Association.     Mr.  Baum has been admitted to practice
before the Supreme Court of the United  States,  as well as the bars of several
federal courts  of  appeals  and  federal  district  courts  and  the  State of
Illinois.  He received his B.S. Degree from the University of Wisconsin and his
J.D. Degree from Northwestern University School of Law.  Mr. Baum has served as
a director of American National  Bank  of  DuPage.    Currently, he serves as a
director of Westbank, and  is  a  member  of  the Governing Council of Wellness
House, a charitable  organization  that  provides  emotional support for cancer
patients and their families. 

    G. JOSEPH COSENZA (age 53) is  a  Director  and Vice Chairman of The Inland
Group, Inc.    Mr.  Cosenza  oversees,  coordinates  and  directs Inland's many
enterprises and, in addition, immediately  supervises  a staff of eight persons
who engage in property acquisition.  Mr. Cosenza has been a consultant to other
real estate entities and lending institutions on property appraisal methods.

Mr. Cosenza received his B.A.  Degree from Northeastern Illinois University and
his M.S. Degree from  Northern  Illinois  University.    From  1967 to 1968, he
taught at the LaGrange School District  in  Hodgkins, Illinois and from 1968 to
1972, he served as  Assistant  Principal  and  taught in the Wheeling, Illinois
School District.  Mr. Cosenza has been a licensed real estate broker since 1968
and an active member of  various  national  and local real estate associations,
including the National Association of Realtors and the Urban Land Institute.

Mr. Cosenza has also been Chairman  of  the  Board of American National Bank of
DuPage, and has  served  on  the  Board  of  Directors  of  Continental Bank of
Oakbrook Terrace.   He  is  presently  Chairman  of  the  Board  of Westbank in
Westchester, Illinois.





                                     -29-



    ROBERT D. PARKS (age 53) is  Director of The Inland Group, Inc., President,
Chairman  and  Chief  Executive  Officer   of  Inland  Real  Estate  Investment
Corporation and President, Chief Executive Officer, Chief Operating Officer and
Affiliated Director of Inland Real Estate Corporation.

Mr. Parks is responsible for  the ongoing administration of existing investment
programs,  corporate  budgeting  and  administration  for  Inland  Real  Estate
Investment Corporation.   He  oversees  and  coordinates  the  marketing of all
investments and investor relations. 

Prior to joining Inland, Mr.  Parks  was  a  school teacher in Chicago's public
schools.  He received his B.A. degree from Northeastern Illinois University and
his M.A. degree from the  University  of  Chicago.    He is a registered Direct
Participation Program Principal  with  the  National  Association of Securities
Dealers, Inc., and he is a member of the Real Estate Investment Association and
a member of NAREIT.

    NORBERT J.  TREONIS  (age  46)    joined  The  Inland  Group,  Inc. and its
affiliates in 1975 and he is  currently Chairman and Chief Executive Officer of
The Inland Property Management Group, Inc.  and a Director of The Inland Group,
Inc.  He serves on the  Board  of Directors of all Inland subsidiaries involved
in the  property  management,  acquisitions  and  maintenance  of  real estate,
including  Mid-America  Property   Management   Corporation,  and  Metropolitan
Construction Services, Inc.  Mr. Treonis  is charged with the responsibility of
the overall management and leasing  of  all apartment units, retail, industrial
and commercial properties nationwide.

Mr. Treonis is a licensed real estate broker.  He is a past member of the Board
of Directors of American National  Bank  of  DuPage, the Apartment Builders and
Managers Association of Illinois,  the  National  Apartment Association and the
Chicagoland Apartment Association.

Mr. Treonis  has  been  the  Chairman  of  the  Board  of  Directors  of Inland
Commercial Property Management, Inc. since its formation in 1994.

    CATHERINE L. LYNCH (age 38) joined  Inland  in 1989 and is the Treasurer of
Inland Real  Estate  Investment  Corporation.    Ms.  Lynch  is responsible for
managing the Corporate Accounting  Department.    Prior  to joining Inland, Ms.
Lynch worked in the  field  of  public  accounting  for KPMG Peat Marwick since
1980.    She  received  her  B.S.  degree  in  Accounting  from  Illinois State
University.  Ms. Lynch is  a  Certified  Public  Accountant and a member of the
American  Institute  of  Certified  Public  Accountants  and  the  Illinois CPA
Society.  She is registered with the National Association of Securities Dealers
as a Financial Operations Principal.

    PAUL J. WHEELER (age  44)    joined  Inland  in  1982  and is currently the
President of  Inland  Property  Sales,  Inc.,  the  entity  responsible for all
corporately owned  real  estate.    Mr.  Wheeler  received  his  B.A. degree in
Economics from  DePauw  University  and  an  M.B.A.  in Finance/Accounting from
Northwestern University.   Mr.  Wheeler  is  a  Certified Public Accountant and
licensed real estate broker.    For  three  years  prior to joining Inland, Mr.
Wheeler was Vice President/Finance at the real estate brokerage firm of Quinlan
& Tyson, Inc.




                                     -30-



    ROBERTA S. MATLIN (age 52)   joined  Inland in 1984 as Director of Investor
Administration  and  currently  serves  as  Senior  Vice President-Investments.
Prior to that, Ms. Matlin spent 11  years with the Chicago Region of the Social
Security Administration of the  United  States  Department  of Health and Human
Services.  As  Senior  Vice  President-Investments,  she directs the day-to-day
internal operations of  the  General  Partner.    Ms.  Matlin received her B.A.
degree from the University of  Illinois.    She is registered with the National
Association of Securities Dealers, Inc. as a General Securities Principal.

    MARK ZALATORIS (age 39) joined Inland  in 1985 and currently serves as Vice
President of Inland Real  Estate  Investment Corporation.  His responsibilities
include the coordination of due  diligence activities by selling broker/dealers
and is also involved  with  limited  partnership asset management including the
mortgage funds.  Mr.  Zalatoris  is  a  graduate  of the University of Illinois
where he received  a  Bachelors  degree  in  Finance  and  a  Masters degree in
Accounting and Taxation.   He  is  a  Certified  Public  Accountant and holds a
General Securities License with Inland Securities Corporation.

    PATRICIA A. CHALLENGER (age  44)  joined  Inland  in  1985.  Ms. Challenger
serves as Senior Vice President of Inland Real Estate Investment Corporation in
the area of Asset Management.  As  head of the Asset Management Department, she
develops  operating  and   disposition   strategies  for  all  investment-owned
properties.    Ms.  Challenger  received  her  bachelor's  degree  from  George
Washington University and  her  master's  from  Virginia  Tech University.  Ms.
Challenger was selected and  served  from  1980-1984 as Presidential Management
Intern, where she was part of a special government-wide task force to eliminate
waste, fraud and abuse  in  government  contracting  and  also served as Senior
Contract Specialist  responsible  for  capital  improvements  in 109 government
properties.  Ms. Challenger is  a  licensed real estate broker, NASD registered
securities sales representative and is a member of the Urban Land Institute. 

    KELLY TUCEK (age  34)  joined  Inland  in  1989  and  is  an Assistant Vice
President of Inland Real Estate Investment Corporation.  As of August 1996, Ms.
Tucek is responsible for  the  Investment  Accounting Department which includes
all public partnership accounting functions along with quarterly and annual SEC
filings.  Prior to joining Inland, Ms.  Tucek was on the audit staff of Coopers
and Lybrand since  1984.    She  received  her  B.A.  Degree  in Accounting and
Computer Science from North Central College.

    CYNTHIA M. HASSETT (age 37) joined Inland  in 1983 and was a Vice President
of Inland Real Estate Investment Corporation.  Through August 1996, Ms. Hassett
was responsible for  the  Investment  Accounting  Department which includes all
public partnership accounting  functions  along  with  quarterly and annual SEC
filings.  Prior to  joining  Inland,  Ms.  Hassett  was  on  the audit staff of
Altschuler, Melvoin and Glasser since  1980.    She received her B.S. degree in
Accounting from Illinois State University.    Ms. Hassett is a Certified Public
Accountant  and  a  member  of  the  American  Institute  of  Certified  Public
Accountants.









                                     -31-



    VENTON J. CARLSTON (age 39)    joined  Inland  in 1985 and is the Assistant
Controller of Inland Real Estate Investment Corporation where he supervises the
corporate  bookkeeping  staff  and   is  responsible  for  financial  statement
preparation and budgeting for Inland Real Estate Investment Corporation and its
subsidiaries.    Prior  to  joining  Inland,  Mr.  Carlston  was  a partnership
accountant with JMB Realty.   He  received  his  B.S. degree in Accounting from
Southern Illinois University.   Mr.  Carlston  is a Certified Public Accountant
and a member of the American  Institute of Certified Public Accountants and the
Illinois CPA Society.    He  is  registered  with  the  National Association of
Securities Dealers, Inc. as a Financial Operations Principal.


Item 11.  Executive Compensation

The General Partner is entitled to receive a share of cash distributions when a
Preferential Return of 10% of Cash  Available for Distribution has been made to
the Limited Partners, and a share  of  profits or losses as described under the
caption "Cash Distributions" at page 42  and "Allocation of Profits and Losses"
at pages 41  and  42  of  the  Prospectus,  and  at  pages  A-6  to A-10 of the
Partnership Agreement, included  as  an  exhibit  to  the  Prospectus, which is
incorporated herein by reference. Reference is also made to Note 2 of the Notes
to Financial Statements (Item 8  of  this  Annual  Report) for a description of
such distributions and allocations for 1996.

The Partnership  is  permitted  to  engage  in  various  transactions involving
Affiliates of the General Partner  of  the  Partnership, as described under the
captions "Compensation and Fees" at  pages  7-9  and "Conflicts of Interest" at
pages 9-11 of the Prospectus, and at pages A-12 through A-20 of the Partnership
Agreement, included as  an  exhibit  to  the  Prospectus, which is incorporated
herein by reference. The relationship of the General Partner (and its directors
and officers) to its Affiliates is set forth above in Item 10.

The General Partner of the Partnership and its Affiliates may be reimbursed for
their expenses or  out-of-pocket  expenses  relating  to  administration of the
Partnership and  salaries  and  direct  expenses  of  employees  of the General
Partner and its  Affiliates  for  the  administration  of the Partnership. Such
costs for 1996 were $44,048,  of  which  $2,925  was  unpaid as of December 31,
1996.

During 1996, Affiliates of  the  General  Partner  earned $31,848 in management
fees in connection with managing the  Partnership's properties, all of which is
paid as of December 31, 1996. 















                                     -32-



Item 12. Security Ownership of Certain Beneficial Owners and Management

(a) No person or group is  known  by  the  Partnership to own beneficially more
than 5% of the outstanding Units of the Partnership.

(b) The officers and directors of the General Partner of the Partnership own as
a group the following Units of the Partnership:


                                 Amount and Nature
                                  of Beneficial           Percent
    Title of Class                  Ownership             of Class
    ------------------------     ------------------   ----------------
    Limited Partnership          58.76 Units directly  Less than 1/2%
     Units


    No officer or director of the  General Partner of the Partnership possesses
    a right to acquire beneficial ownership of Units of the Partnership.

    All of the outstanding shares of the General Partner of the Partnership are
    owned by an Affiliate or its  officers  and directors as set forth above in
    Item 10.

(c) There exists no arrangement,  known  to  the  Partnership, the operation of
    which may, at a  subsequent  date,  result  in  a  change in control of the
    Partnership.


Item 13. Certain Relationships and Related Transactions

There were  no  significant  transactions  or  business  relationships with the
General Partner, Affiliates or their  management  other than those described in
Items 10 and 11 above. Reference is  made  to  Note 3 of the Notes to Financial
Statements (Item 8 of  this  Annual  Report)  for information regarding related
party transactions.





















                                     -33-



                                    PART IV


Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The Financial Statements listed  in  the  index  at  page 12 of this Annual
    Report are filed as part of this Annual Report.

(b) Exhibits. The following documents are filed as part of this Report:

    3 Amended and Restated Agreement of Limited Partnership, and Certificate of
    Limited Partnership included as Exhibits  A  and  B of the Prospectus dated
    August 4,  1988,  as  supplemented,  are  incorporated  herein by reference
    thereto.

    4 Form of Certificate of Ownership representing interests in the registrant
    filed as Exhibit 4 to  Registration  Statement  on  Form S-11, File No. 33-
    22513, is incorporated herein by reference thereto.

    27 Financial Data Schedule

    28 Prospectus dated  August  4,  1988,  as  supplemented, included in Post-
    effective Amendment No. 2 to Form S-11 Registration Statement, File No. 33-
    22513, is incorporated herein by reference thereto.

(c) Financial Statement Schedules.

    Financial statement schedules for the  years  ended December 31, 1996, 1995
    and 1994 are submitted herewith:

                                                                     Page
                                                                     ----

    Real Estate and Accumulated Depreciation, (Schedule III)........  26

    All schedules other than those indicated  in the index have been omitted as
    the required information is inapplicable or the information is presented in
    the financial statements or related notes.

(d) Reports on Form 8-K.

    None.


No Annual Report or proxy  material  for  the  year  1996  has been sent to the
Partners of the Partnership.  An  Annual  Report  will  be sent to the Partners
subsequent to this  filing  and  the  Partnership  will  furnish copies of such
report to the Commission when it is sent to the Partners.









                                     -34-



                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

                            INLAND MONTHLY INCOME FUND II, L.P.
                            Inland Real Estate Investment Corporation
                            General Partner



                            By:   Robert D. Parks
                                  Chairman of the Board
                                  and Chief Executive Officer
                            Date: March 24, 1997

Pursuant to the  requirements  of  the  Securities  Exchange  Act of 1934, this
report has  been  signed  below  by  the  following  persons  on  behalf of the
registrant and in the capacities and on the dates indicated:

                            By:   Inland Real Estate Investment Corporation
                                  General Partner



                            By:   Robert D. Parks
                                  Chairman of the Board
                                  and Chief Executive Officer
                            Date: March 24, 1997



                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: March 24, 1997



                            By:   Kelly Tucek
                                  Principal Financial Officer
                                  and Principal Accounting Officer
                            Date: March 24, 1997



                            By:   Daniel L. Goodwin
                                  Director
                            Date: March 24, 1997



                            By:   Robert H. Baum
                                  Director
                            Date: March 24, 1997


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