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, 2002

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 | 60523                                  
|(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.

Indicate by a checkmark whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2)          __ Yes          X No

-1-

---

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

|           | Part I                                                                                           | Page
|---------- | ------------------------------------------------------------------------------------------------ | ----
|           |                                                                                                  |     
|Item  1.   | Business                                                                                         | 3   
|           |                                                                                                  |     
|Item  2.   | Properties                                                                                       | 5   
|           |                                                                                                  |     
|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 7(a). | Quantitative and Qualitative Disclosures about Market Risk                                       | 11  
|           |                                                                                                  |     
|Item  8.   | Financial Statements and Supplementary Data                                                      | 12  
|           |                                                                                                  |     
|Item  9.   | Changes in and Disagreements with Independent Auditors on Accounting and 
  Financial Disclosure | 28  
|           |                                                                                                  |     
|           |                                                                                                  |     
|           | Part III                                                                                         |     
|           |                                                                                                  |     
|Item 10.   | Directors and Executive Officers of the Registrant                                               | 28  
|           |                                                                                                  |     
|Item 11.   | Executive Compensation                                                                           | 33  
|           |                                                                                                  |     
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management                                   | 34  
|           |                                                                                                  |     
|Item 13.   | Certain Relationships and Related Transactions                                                   | 34  
|           |                                                                                                  |     
|           |                                                                                                  |     
|           | Part IV                                                                                          |     
|           |                                                                                                  |     
|Item 14.   | Controls and Procedures                                                                          | 34  
|           |                                                                                                  |     
|Item 15.   | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                 | 35  
|           |                                                                                                  |     
|           | SIGNATURES                                                                                       | 36  

-2-

---

PART I

Item 1. Business

Inland Monthly Income Fund II, L.P. was formed on June 20, 1988, to invest in improved residential, retail, industrial and other income producing properties. On August 4, 1988, we 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, after we had sold 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 our units were admitted to our partnership. Inland Real Estate Investment Corporation is our general partner. We acquired five properties utilizing $21,224,542 of capital proceeds collected. On January 8, 1991, we sold one of our properties, The Wholesale Club. On November 30, 1999, we sold another of our properties, Eurofresh Plaza. Our limited partners  share in their portion of benefits of ownership of our real property investments according to the number of units held. We 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.

We are engaged in the business of real estate investment which management considers being a single operating segment. A presentation of information about operating segments would not be material to an understanding of our business taken as a whole.



We 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        
|Living Center           |             |                 
|LaGrange, Illinois      |             |                 
|                        |             |                 
|Kmart *                 | 84,146      | 12/29/89        
|Retail Store            |             |                 
|Chandler, Arizona       |             |                 
|                        |             |                 
|Eurofresh Plaza         | 52,475      | 12/31/90        
|Shopping Center         |             | (sold 11/30/99) 
|Palatine, Illinois      |             |                 

*The Kmart Corporation filed for Chapter 11 bankruptcy reorganization on January 22, 2002.  As a result thereof, Kmart had the option to accept or reject our lease.  On March 8, 2002, Kmart Corporation announced its intent to close 283 stores, including the Chandler, Arizona store. The Bankruptcy Court approved these closings on March 20, 2002, as well as the liquidation procedures. As of June 29, 2002, Kmart rejected their lease for the Chandler, Arizona property and ceased making rent payments. The general partner filed a lease rejection claim with the bankruptcy court on our behalf. The general partner believes that the current rent at $5.37 per square foot is lower than market, and therefore, the space should be leasable to new tenants. It is the intent of the general partner to use its best efforts to lease this space.  Commissions, concessions and tenant improvements may be required to obtain or attract replacement tenants.

-3-

---

We have utilized our offering proceeds to acquire properties. The leases at certain of our properties entitled us to participate in gross receipts of lessees above fixed minimum amounts. Our receipt of such amounts depended in part on the ability of those lessees to compete with similar businesses in their respective vicinities.  As of December 31, 2002, there are no such leases.

We also compete 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.

Our 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. Our real property investments are located in Arizona, Illinois and Ohio. We have no real property investments located outside the United States. We do not segregate revenues or assets by geographic region, and such a presentation would not be material to an understanding of our business taken as a whole.

The following is a list of our significant net operating leases and the revenues from those leases as a percent of our gross income.



|Significant net operating leases    | 2002 | 2001 | 2000
|----------------------------------- | ---- | ---- | ----
|                                    |      |      |     
|Elite Care Corporation "Elite"      | 60%  | 51%  | 52% 
|                                    |      |      |     
|Scandinavian Health Spa, Inc. "SHS" | 24%  | 20%  | 20% 
|                                    |      |      |     
|Kmart Corporation "Kmart"           | 15%  | 25%  | 23% 
|                                    |      |      |     



Elite, the tenant of the Colonial Manor Nursing Home, made the deferred rental payment which was due on February 1, 2001.  The general partner and Elite entered into a revised ten-year lease, which began as of July 1, 2001.  Under the new lease, Elite received a five-month rent abatement with the first payment due on December 1, 2001 and a 17% reduction in the annual rent. Effective March 1, 2003, due to economic conditions in the nursing home industry, the lease for the property has been amended to reduce the rent to $666,855 per year and to eliminate the increase in rent over the term of the lease.

The general partner has executed an amendment of the health club lease through September 30, 2013. Annual base rent will increase from $359,094 to $383,231 per year commencing April 1, 2003. As part of the extension, we will advance $400,000 for tenant improvements and equipment at the property.



We had no employees during 2002.



Our general partner and its affiliates provide services to us. The general partner and its affiliates are reimbursed for salaries and expenses of employees of the general partner and its affiliates relating to the administration of the partnership. An affiliate of the general partner receives a property management fee for management and leasing services relating to our properties.

-4-

---

Item 2. Properties



We own directly the properties referred to in Item 1 to which reference is hereby made for a description of said properties.

The following is a list of approximate occupancy levels for our investment properties as of the end of each of the last five years. N/A indicates the property was not owned by us at the end of the year.

|Properties              | 2002 | 2001 | 2000 | 1999 | 1998
|----------------------- | ---- | ---- | ---- | ---- | ----
|                        |      |      |      |      |     
|Scandinavian Health Spa | 100% | 100% | 100% | 100% | 100%
|                        |      |      |      |      |     
|Colonial Manor          | 100% | 100% | 100% | 100% | 100%
|                        |      |      |      |      |     
|Kmart                   | 0%   | 100% | 100% | 100% | 100%
|                        |      |      |      |      |     
|Eurofresh Plaza         | N/A  | N/A  | N/A  | N/A  | 85% 





The following is a list of average effective annual rents per square foot for our investment properties for each of the last five years. N/A indicates the property was not owned by us at the end of the year.

|Properties              | 2002   | 2001  | 2000  | 1999  | 1998 
|----------------------- | ------ | ----- | ----- | ----- | -----
|                        |        |       |       |       |      
|Scandinavian Health Spa | $13.79 | 13.79 | 13.79 | 13.79 | 13.79
|                        |        |       |       |       |      
|Colonial Manor          | 8.24   | 8.24  | 8.00  | 8.00  | 8.00 
|                        |        |       |       |       |      
|Kmart                   | 5.37*  | 5.37  | 5.37  | 5.37  | 5.37 
|                        |        |       |       |       |      
|Eurofresh Plaza         | N/A    | N/A   | N/A   | N/A   | 3.96 

* Effective annual rent as of the termination of the lease.



-5-

---

The following tables set forth certain information with respect to the amount and expiration of leases for our investment properties as of December 31, 2002:

|                                  | Square Feet |            | Renewal   |   | December 31, 2002 |   | Rent Per   
|--------------------------------- | ----------- | ---------- | --------- | - | ----------------- | - | -----------
|Lessee                            | Leased      | Lease Ends | Options   |   | Annual Rent       |   | Square Foot
|                                  |             |            |           |   |                   |   |            
|Scandinavian Health Spa, Inc. (2) | 26,040      | 12/2004    | 2/5 years | $ | 359,094           | $ | 13.79      
|                                  |             |            |           |   |                   |   |            
|Elite Care Corporation (3)        | 107,867     | 6/2011     | 1/5 years |   | 829,150           |   | 7.68       
|                                  |             |            |           |   |                   |   |            



|Year Ending | Number of Leases | Approx. Gross Leasable Area ("GLA") of Expiring Leases | Annual Base Rent of Expiring | Total Annual Base Rent | Annual Base Rent Per Sq. Ft. Under Expiring | % of Total GLA Represented By Expiring | % of Annual Base Rent Represented By Expiring
|----------- | ---------------- | ------------------------------------------------------ | ---------------------------- | ---------------------- | ------------------------------------------- | -------------------------------------- | ---------------------------------------------
|Dec 31,     | Expiring         | (square feet)                                          | Leases ($)                   | (1) (2) (3)($)         | Leases ($)                                  | Leases (%)                             | Leases (%)                                   
|            |                  |                                                        |                              |                        |                                             |                                        |                                              
|2003        | -                | -                                                      | -                            | 1,071,097              | -                                           | -                                      | -                                            
|2004        | -                | -                                                      | -                            | 1,050,086              | -                                           | -                                      | -                                            
|2005        | -                | -                                                      | -                            | 1,053,341              | -                                           | -                                      | -                                            
|2006        | -                | -                                                      | -                            | 1,063,106              | -                                           | -                                      | -                                            
|2007        | -                | -                                                      | -                            | 1,063,106              | -                                           | -                                      | -                                            
|2008        | -                | -                                                      | -                            | 1,066,361              | -                                           | -                                      | -                                            
|2009        | -                | -                                                      | -                            | 1,076,126              | -                                           | -                                      | -                                            
|2010        | -                | -                                                      | -                            | 1,079,381              | -                                           | -                                      | -                                            
|2011        | 1                | 107,867                                                | 666,855                      | 1,089,146              | 6.18                                        | 49.47                                  | 61.23                                        

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.
2. The general partner has executed an amendment of the health club lease through September 30, 2013. Annual base rent will increase from $359,094 to $383,231 per year commencing April 1, 2003. As part of the extension, we will advance $400,000 for tenant improvements and equipment at the property. The modification of this lease is included in the table above.
3. The general partner has executed an amendment to the Elite lease to reduce the annual rent to $666,855 per year with no increases in rent over the term of the lease. The modification of this lease is included in the table above.



-6-

---

Item 3. Legal Proceedings

We are 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 our security holders during 2002.





PART II



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



As of December 31, 2002, there were 1,952 holders of our units. 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 we have 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, 2002, 2001, 2000, 1999, and 1998
(not covered by Independent Auditors' Report)

|                                                        |   | 2002       | 2001       | 2000       | 1999       | 1998      
|------------------------------------------------------- | - | ---------- | ---------- | ---------- | ---------- | ----------
|                                                        |   |            |            |            |            |           
|Total assets                                            | $ | 12,292,640 | 12,576,550 | 12,786,600 | 15,529,722 | 15,621,400
|                                                        |   |            |            |            |            |           
|Total income                                            |   | 1,494,104  | 1,819,548  | 1,767,769  | 1,982,302  | 2,071,413 
|                                                        |   |            |            |            |            |           
|Net income from operations                              |   | 806,768    | 1,332,270  | 1,174,659  | 1,144,583  | 1,258,738 
|                                                        |   |            |            |            |            |           
|Gain on sale of investment   property                   |   | -          | -          | -          | 582,147    | -         
|                                                        |   |            |            |            |            |           
|Net income                                              |   | 806,768    | 1,332,270  | 1,174,659  | 1,726,730  | 1,258,738 
|                                                        |   |            |            |            |            |           
|Net income (loss) per the one   general partner unit    |   | (3,430)    | (3,595)    | (3,827)    | 16         | (4,297)   
|                                                        |   |            |            |            |            |           
|Net income allocated per limited   partnership unit (b) |   | 16.17      | 26.67      | 23.52      | 34.47      | 25.21     
|                                                        |   |            |            |            |            |           
|Distributions to limited partners                       |   | 1,032,901  | 1,461,795  | 3,871,221  | 1,653,427  | 1,653,426 
|                                                        |   |            |            |            |            |           
|Distributions per limited   partnership unit (b)        |   | 20.62      | 29.18      | 77.28      | 33.01      | 33.01     



1. The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this annual report.
2. The net income per unit and distribution per unit data is 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



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 our 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 us and our Affiliates, including the general partner.

Liquidity and Capital Resources

On August 4, 1988, we 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, after we had sold  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 our partnership. We acquired five properties utilizing $21,224,542 of capital proceeds collected. On January 8, 1991, we sold one of our properties, The Wholesale Club. On November 30, 1999, we sold another of our properties, Eurofresh Plaza. As of December 31, 2002, cumulative distributions to limited partners totaled $29,309,086; of which  $4,395,565 represents proceeds from the sale of The Wholesale Club, $2,392,818 represents proceeds from the sale of Eurofresh Plaza and $22,520,703 represents distributable cash flow from the properties. We 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, 2002, we had cash and cash equivalents of $1,356,342 which includes approximately $370,000 held in an unrestricted escrow account for the payment of real estate taxes for Colonial Manor Living Center. We intend to use such remaining funds for distributions and for working capital requirements.

As of December 31, 2002, we have made cumulative distributions of $253,868 in addition to the 8% annualized return to the limited partners from excess cash flow. Through June 30, 2002, the properties owned by us were generating cash flow in excess of the 8% annualized distributions to the limited partners (paid monthly), in addition to covering all our operating expenses. As a result of the termination of the Kmart lease on June 29, 2002, we reduced the annualized return to the limited partners to 5%, beginning in July 2002. In December 2002, the general partner temporarily suspended distributions to the limited partners due to uncertainty of the Elite and SHS leases and re-tenanting costs anticipated with the Kmart property. To the extent that the cash flow from the properties is insufficient to meet our needs, we may rely on advances from Affiliates of the general partner, other short-term financing, or may sell one or more of the properties.

The general partner has executed an amendment of the SHS lease through September 30, 2013. Annual base rent will increase from $359,094 to $383,231 per year commencing April 1, 2003.  As part of the extension, we will advance $400,000 for tenant improvements and equipment at the property

Effective March 1, 2003, the general partner has executed an amendment to the Elite lease to reduce the annual rent to $666,855 per year with no increases in rent over the term of the lease.

-9-

---

Results of Operations

At December 31, 2002, we own three operating properties. Two of our three 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. We are responsible for maintenance of the structure and the parking lot and insurance, real estate taxes and common area maintenance of the Kmart property since the termination of the Kmart lease. We sold one of our properties, The Wholesale Club, on January 8, 1991. We sold another of our properties, Eurofresh Plaza, on November 30, 1999.

Rental income decreased from $1,733,051 in 2001 to $1,474,395 in 2002, due to the termination of the Kmart lease in June 2002. Rental income increased from $1,685,876 in 2000 to $1,733,051 in 2001, due to a higher effective annual rent on the revised lease with Elite. Elite, the tenant of the Colonial Manor Nursing Home, made the deferred rental payment, which was due on February 1, 2001 under the prior lease.  The general partner and Elite entered into a revised ten-year lease, which began as of July 1, 2001.  Under the new lease, Elite received a five-month rent abatement with the first payment due on December 1, 2001 and a 17% reduction in the annual rent. Although the tenant received a reduction in the annual rent payment based on the prior lease rates, the effective annual rental rate over the term of the new lease increased from $8.00 to $8.24. Effective March 1, 2003, the general partner has executed an amendment to the Elite lease to reduce the annual rent to $666,855 per year with no increases in rent over the term of the lease.

The Kmart Corporation filed for Chapter 11 bankruptcy reorganization on January 22, 2002.  As a result thereof, Kmart had the option to accept or reject its lease with the Partnership.  On March 8, 2002, Kmart Corporation announced its intent to close 283 stores, including the Chandler, Arizona store. The Bankruptcy Court approved these closings on March 20, 2002, as well as the liquidation procedures. As of June 29, 2002, Kmart rejected their lease for the Chandler, Arizona property and ceased making rent payments. The general partner filed a lease rejection claim with the bankruptcy court on our behalf. The general partner believes that the current rent at $5.37 per square foot is lower than market, and therefore, the space should be leasable to new tenants. It is the intent of the general partner to use its best efforts to lease this space.  Commissions, concessions and tenant improvements may be required to obtain or attract replacement tenants.

Interest income decreased from $62,899 for the year ended December 31, 2000 to $30,055 in 2001 and $15,190 in 2002, due to lower interest rates and less cash to invest on a short-term basis.

Other income increased from $13,310 in 2000 to $47,403 in 2001, due to final payments received from the original tenant of the nursing home.

Professional services to affiliates decreased from $23,130 for the year ended December 31, 2001 to $13,357 for the year ended December 31, 2002, due to a decrease in legal services. Professional services to non-affiliates decreased from $31,210 for the year ended December 31, 2000 to $26,935 for the year ended December 31, 2001, due to a decrease in accounting fees.

General and administrative expenses to affiliates decreased from $27,861 for the year ended December 31, 2001 to $22,803 for the year ended December 31, 2002, due to a decrease in investor services and postage expenses. General and administrative expenses to affiliates decreased from $37,058 for the year ended December 31, 2000 to $27,861 for the year ended December 31, 2001, due to a decrease in investor services and data processing expenses. General and administrative expenses to non-affiliates increased from $20,957 for the year ended December 31, 2001 to $28,997 for the year ended December 31, 2002, due to increases in state tax expense, postage and printing expenses. General and administrative expenses to non-affiliates decreased from $34,294 for the year ended December 31, 2000 to $20,957 for the year ended December 31, 2001, due to a decrease in state tax expenses.

-10-

---

Property operating expenses to non-affiliates increased from $6,043 in 2001 to $197,019 in 2002, due to the termination of the Kmart lease. Beginning July 2002, we are responsible for maintenance of the structure and the parking lot and insurance, real estate taxes and common area maintenance of the Kmart property. Property operating expenses to affiliates and non-affiliates decreased for the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to the sale of Eurofresh Plaza.





Selected Quarterly Financial Data (unaudited)

The following represents the results of operations for each quarter during the years ended December 31, 2002, 2001 and 2000.

|                                                            |   |         
|----------------------------------------------------------- | - | --------
|                                                            |   | 12/31/02
|Total income                                                | $ | 315,276 
|Net operating income                                        |   | 162,748 
|                                                            |   |         
|Net operating income per common share, basic    and diluted |   | 3.24    
|                                                            |   |         
|                                                            |   |         
|                                                            |   | 12/31/01
|Total income                                                | $ | 476,736 
|Net operating income                                        |   | 374,708 
|                                                            |   |         
|Net operating income per common share, basic   and diluted  |   | 7.48    
|                                                            |   |         
|                                                            |   |         
|                                                            |   | 12/31/00
|Total income                                                | $ | 435,566 
|Net operating income                                        |   | 269,584 
|                                                            |   |         
|Net operating income per common share, basic   and diluted  |   | 5.38    
|                                                            |   |         



Inflation



In general, rental income and operating expenses for our 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.





Item 7(a). Quantitative and Qualitative Disclosures About Market Risk



Not Applicable.

-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, 2002 and 2001                                            | 14  
|                                                                                      |     
|Statements of Operations, for the years ended December 31, 2002, 2001 and 2000        | 16  
|                                                                                      |     
|Statements of Partners' Capital, for the years ended December 31, 2002, 2001 and 2000 | 17  
|                                                                                      |     
|Statements of Cash Flows, for the years ended December 31, 2002, 2001 and 2000        | 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) (the "Partnership") as of December 31, 2002 and 2001, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedule listed in the Index at 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 auditing standards generally accepted in the United States of America. 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, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United State of America. 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

January 30, 2003

Chicago, Illinois



-13-

---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Balance Sheets
December 31, 2002 and 2001



Assets



|                                                                                                                                                                    |   | 2002       | 2001      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | ----------
|Current assets:                                                                                                                                                     |   |            |           
|Cash and cash equivalents (Note 1)                                                                                                                                  | $ | 1,356,342  | 1,332,850 
|Accounts and rents receivable                                                                                                                                       |   | 493        | 658       
|                                                                                                                                                                    |   |            |           
|Total current assets                                                                                                                                                |   | 1,356,835  | 1,333,508 
|                                                                                                                                                                    |   |            |           
|Investment properties (including acquisition fees paid to Affiliates of     $1,250,037 at December 31, 2002 and 2001) (Notes 1 and 4):                              |   |            |           
|Land                                                                                                                                                                |   | 3,187,438  | 3,187,438 
|Buildings and improvements                                                                                                                                          |   | 12,423,443 | 12,423,443
|                                                                                                                                                                    |   |            |           
|                                                                                                                                                                    |   | 15,610,881 | 15,610,881
|Less accumulated depreciation                                                                                                                                       |   | 5,131,255  | 4,788,274 
|                                                                                                                                                                    |   |            |           
|Net investment properties                                                                                                                                           |   | 10,479,626 | 10,822,607
|                                                                                                                                                                    |   |            |           
|Other assets:                                                                                                                                                       |   |            |           
|Deferred leasing fees to Affiliates (net of accumulated amortization of     $221,346 and  $184,864 at December 31, 2002 and 2001,     respectively) (Notes 1 and 3) |   | 6,386      | 42,868    
|Deferred rent receivable (Notes 1 and 5)                                                                                                                            |   | 449,793    | 377,567   
|                                                                                                                                                                    |   |            |           
|Total other assets                                                                                                                                                  |   | 456,179    | 420,435   
|                                                                                                                                                                    |   |            |           
|Total assets                                                                                                                                                        | $ | 12,292,640 | 12,576,550



See accompanying notes to financial statements.

-14-

---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Balance Sheets
(continued)
December 31, 2002 and 2001Liabilities and Partners' Capital

|                                                                                                                                                                   |   | 2002         | 2001        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------ | ------------
|                                                                                                                                                                   |   |              |             
|Current liabilities:                                                                                                                                               |   |              |             
|Accounts payable                                                                                                                                                   | $ | 2,752        | 1,274       
|Distributions payable (Note 6)                                                                                                                                     |   | -            | 124,169     
|Accrued real estate taxes                                                                                                                                          |   | 62,430       | -           
|Due to Affiliates (Note 3)                                                                                                                                         |   | 3,062        | 7,775       
|Deposits held for others                                                                                                                                           |   | 369,807      | 362,610     
|                                                                                                                                                                   |   |              |             
|Total current liabilities                                                                                                                                          |   | 438,051      | 498,828     
|                                                                                                                                                                   |   |              |             
|Commission payable to Affiliate (Note 3)                                                                                                                           |   | 132,000      | 132,000     
|                                                                                                                                                                   |   |              |             
|Total liabilities                                                                                                                                                  |   | 570,051      | 627,828     
|                                                                                                                                                                   |   |              |             
|Partners' capital (Notes 1 and 2):                                                                                                                                 |   |              |             
|General Partner:                                                                                                                                                   |   |              |             
|Capital contribution                                                                                                                                               |   | 500          | 500         
|Cumulative net income                                                                                                                                              |   | 49,141       | 52,571      
|                                                                                                                                                                   |   |              |             
|                                                                                                                                                                   |   | 49,641       | 53,071      
|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                                                                                                                                              |   | 19,065,524   | 18,255,326  
|Cumulative distributions                                                                                                                                           |   | (29,309,086) | (28,276,185)
|                                                                                                                                                                   |   |              |             
|                                                                                                                                                                   |   | 11,672,948   | 11,895,651  
|                                                                                                                                                                   |   |              |             
|Total Partners' capital                                                                                                                                            |   | 11,722,589   | 11,948,722  
|                                                                                                                                                                   |   |              |             
|Total liabilities and Partners' capital                                                                                                                            | $ | 12,292,640   | 12,576,550  



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, 2002, 2001 and 2000

|                                                                                                              |   | 2002      | 2001      | 2000     
|------------------------------------------------------------------------------------------------------------- | - | --------- | --------- | ---------
|Income:                                                                                                       |   |           |           |          
|Rental income (Notes 1, 4 and 5)                                                                              | $ | 1,474,395 | 1,733,051 | 1,685,876
|Additional rental income                                                                                      |   | 4,519     | 9,039     | 5,684    
|Interest income                                                                                               |   | 15,190    | 30,055    | 62,899   
|Other income                                                                                                  |   | -         | 47,403    | 13,310   
|                                                                                                              |   |           |           |          
|                                                                                                              |   | 1,494,104 | 1,819,548 | 1,767,769
|Expenses:                                                                                                     |   |           |           |          
|Professional services to Affiliates                                                                           |   | 13,357    | 23,130    | 22,557   
|Professional services to non-affiliates                                                                       |   | 27,869    | 26,935    | 31,210   
|General and administrative expenses to Affiliates                                                             |   | 22,803    | 27,861    | 37,058   
|General and administrative expenses to non-affiliates                                                         |   | 28,997    | 20,957    | 34,294   
|Property operating expenses to Affiliates                                                                     |   | 17,828    | 16,762    | 20,516   
|Property operating expenses to non-affiliates                                                                 |   | 197,019   | 6,043     | 47,042   
|Depreciation                                                                                                  |   | 342,981   | 359,538   | 382,718  
|Amortization of deferred leasing fees                                                                         |   | 36,482    | 6,052     | 17,715   
|                                                                                                              |   |           |           |          
|                                                                                                              |   | 687,336   | 487,278   | 593,110  
|                                                                                                              |   |           |           |          
|Net income                                                                                                    | $ | 806,768   | 1,332,270 | 1,174,659
|                                                                                                              |   |           |           |          
|Net income (loss) allocated to (Note 2):                                                                      |   |           |           |          
|General Partner                                                                                               | $ | (3,430)   | (3,595)   | (3,827)  
|Limited Partners                                                                                              |   | 810,198   | 1,335,865 | 1,178,486
|                                                                                                              |   |           |           |          
|Net income                                                                                                    | $ | 806,768   | 1,332,270 | 1,174,659
|                                                                                                              |   |           |           |          
|                                                                                                              |   |           |           |          
|Net loss allocated to the one General Partner Unit:                                                           | $ | (3,430)   | (3,595)   | (3,827)  
|                                                                                                              |   |           |           |          
|Net income per Unit allocated to Limited Partners per weighted average Limited Partnership Units of 50,095.50 | $ | 16.17     | 26.67     | 23.52    
|                                                                                                              |   |           |           |          



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, 2002, 2001 and 2000





|                                                                                         |   | General | Limited     |            
|---------------------------------------------------------------------------------------- | - | ------- | ----------- | -----------
|                                                                                         |   | Partner | Partners    | Total      
|                                                                                         |   |         |             |            
|Balance January 1, 2000                                                                  | $ | 60,493  | 14,714,316  | 14,774,809 
|                                                                                         |   |         |             |            
|Net income (loss)                                                                        |   | (3,827) | 1,178,486   | 1,174,659  
|Distributions ($77.28 per weighted average of Limited   Partnership Units of 50,095.50)  |   | -       | (3,871,221) | (3,871,221)
|                                                                                         |   |         |             |            
|Balance December 31, 2000                                                                |   | 56,666  | 12,021,581  | 12,078,247 
|                                                                                         |   |         |             |            
|Net income (loss)                                                                        |   | (3,595) | 1,335,865   | 1,332,270  
|Distributions ($29.18 per weighted average of Limited   Partnership Units of 50,095.50)  |   | -       | (1,461,795) | (1,461,795)
|                                                                                         |   |         |             |            
|Balance December 31, 2001                                                                |   | 53,071  | 11,895,651  | 11,948,722 
|                                                                                         |   |         |             |            
|Net income (loss)                                                                        |   | (3,430) | 810,198     | 806,768    
|Distributions ($20.62 per weighted average of Limited    Partnership Units of 50,095.50) |   | -       | (1,032,901) | (1,032,901)
|                                                                                         |   |         |             |            
|Balance December 31, 2002                                                                | $ | 49,641  | 11,672,948  | 11,722,589 



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, 2002, 2001 and 2000



|                                                                                       |   | 2002        | 2001        | 2000       
|-------------------------------------------------------------------------------------- | - | ----------- | ----------- | -----------
|Cash flows from operating activities:                                                  |   |             |             |            
|Net income                                                                             | $ | 806,768     | 1,332,270   | 1,174,659  
|Adjustments to reconcile net income to net cash provided      by operating activities: |   |             |             |            
|Depreciation                                                                           |   | 342,981     | 359,538     | 382,718    
|Amortization of deferred leasing fees                                                  |   | 36,482      | 6,052       | 17,715     
|Changes in assets and liabilities:                                                     |   |             |             |            
|Accounts and rents receivable                                                          |   | 165         | 3,436       | 6,312      
|Other assets                                                                           |   | -           | 167         | -          
|Deferred rent receivable                                                               |   | (72,226)    | (239,755)   | 84,209     
|Accounts payable                                                                       |   | 1,478       | (37,771)    | 16,296     
|Accrued real estate taxes                                                              |   | 62,430      | -           | -          
|Due to Affiliates                                                                      |   | (4,713)     | 936         | 5,961      
|                                                                                       |   |             |             |            
|Net cash provided by operating activities                                              |   | 1,173,365   | 1,424,873   | 1,687,870  
|                                                                                       |   |             |             |            
|Cash flows from financing activities:                                                  |   |             |             |            
|Deposits held for others                                                               |   | 7,197       | (44,027)    | (52,222)   
|Cash distributions                                                                     |   | (1,157,070) | (1,461,458) | (3,887,816)
|                                                                                       |   |             |             |            
|Net cash used in financing activities                                                  |   | (1,149,873) | (1,505,485) | (3,940,038)
|                                                                                       |   |             |             |            
|Net increase (decrease) in cash and cash equivalents                                   |   | 23,492      | (80,612)    | (2,252,168)
|                                                                                       |   |             |             |            
|Cash and cash equivalents at beginning of year                                         |   | 1,332,850   | 1,413,462   | 3,665,630  
|                                                                                       |   |             |             |            
|Cash and cash equivalents at end of year                                               | $ | 1,356,342   | 1,332,850   | 1,413,462  







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, 2002, 2001 and 2000

(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 accounting principles generally accepted in the United States of America ("GAAP") 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.



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 No. 121") requires the Partnership to 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 properties estimated fair value. As of December 31, 2001, the Partnership had not recognized any such impairment losses under SFAS 121.



In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", ("SFAS No. 144").  SFAS 144 addresses accounting and reporting for the impairment or disposal of long-lived assets.  This statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed Of".  The provisions of this statement are effective for the Partnership beginning January 1, 2002.  SFAS No. 144 established new rules for the recognition, measurement and reporting of long-lived assets which are impaired and either held for sale or in use by the Partnership. The adoption of this statement did not have a material impact on the financial position or results of operations of the Partnership.



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 on the straight-line basis 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, 2002 and 2001, included in cash and cash equivalents is approximately $370,000 and $362,000, 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 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:

|                                        |   | 2002       | 2001       
|--------------------------------------- | - | ---------- | -----------
|                                        |   | GAAP       | Tax Basis  
|                                        |   | Basis      | (unaudited)
|                                        |   |            |            
|Total assets                            | $ | 12,292,640 | 15,441,373 
|                                        |   |            |            
|Partners' capital:                      |   |            |            
|General Partner                         |   | 49,641     | (3,150)    
|Limited Partners                        |   | 11,672,948 | 14,874,473 
|                                        |   |            |            
|Net income (loss):                      |   |            |            
|General Partner                         |   | (3,430)    | (3,186)    
|Limited Partners                        |   | 810,198    | 809,954    
|                                        |   |            |            
|Net income per Limited Partnership Unit |   | 16.17      | 16.17      

The net income per 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)

A presentation of information about operating segments as required in SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information" would not be material to an understanding of the Partnership's business taken as a whole as the Partnership is engaged in the business of real estate investment which management considers to be a single operating segment.



Effective January 1, 2001, the Partnerships adopted the provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS Nos. 137 and 138. This statement standardizes the accounting for derivative instruments by requiring that an entity recognize those items as assets or liabilities in the statement of financial position and measure them at fair value.  It also provides for matching the timing of gain or loss recognition on the hedging instrument with the recognition of (a) the changes in fair value of the hedged asset or liability attributable to the hedged risk or (b) the earnings effect of the hedged forecasted transaction.  The net impact of the adoption of SFAS No. 133 had no effect on the Partnership's financial statements.





(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:

1. Depreciation shall be allocated 99% to the taxable Limited Partners and 1% to the General Partner.
2. 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.
3. 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.
4. The remainder, if any, shall be  allocated  95% to the Limited Partners and 5% to the General Partner.



-21-

---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)

Pursuant to the terms of the Partnership Agreement, the net gain from a Capital Transaction is allocated as follows:

1. Depreciation deductions previously taken by the Partnership with respect to the property sold shall be allocated to the Partners in the amounts in which the previous deductions were allocated.
2. Remaining gain shall be allocated to all Partners in the aggregate of and in proportion to, the negative balances in their capital accounts.
3. Such gain shall then be allocated to the Limited Partners until every Limited Partner's capital account equals their Invested Capital.
4. The balance, if any, shall be allocated as follows:

1. To the General Partner in the amount of any supplemental Capital Contributions, plus 15% of Net Sales Proceeds remaining after previous allocations.
2. To the Limited Partners, provided, however, that the General Partner has been allocated at least 1% of such gain.

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.

(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 $3,062 and $7,775 was unpaid as of December 31, 2002 and 2001, respectively.



An Affiliate of the General Partner earned Property Management Fees of $17,828, $16,762, and $20,516, for the years ended December 31, 2002, 2001, and 2000, respectively, in connection with managing the Partnership's properties. Such fees are included in property operating expenses to Affiliates, all of which have been paid as of December 31, 2002.



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.

-22-

---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)

(4) Investment Properties

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 living center 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 expired January 2001. In January 2000, the lessee exercised its rights and extended the lease term for a period of five years through January 2006.  Elite made the deferred rental payment, which was due on February 1, 2001.  The General Partner and Elite agreed to a revised ten-year lease, which began as of July 1, 2001.  Under the new lease, Elite received a five month rent abatement with the first payment due on December 1, 2001 and a 17% reduction in the annual rent. The tenant has the right to extend the lease for an additional five-year term. Effective March 1, 2003, the General Partner has executed an amendment to the Elite lease to reduce the annual rent to $666,855 per year with no increases in rent over the term of the lease. See Note 6.





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.



The General Partner has executed an amendment of this lease through September 30, 2013. Annual base rent will increase from $359,094 to $383,231 per year commencing April 1, 2003.  As part of the extension, the Partnership will advance $400,000 for tenant improvements and equipment at the property. See Note 6.



Kmart 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.





-23-

---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)



The Kmart Corporation filed for Chapter 11 bankruptcy reorganization on January 22, 2002.  As a result thereof, Kmart had the option to accept or reject its lease with the Partnership.  On March 8, 2002, Kmart Corporation announced its intent to close 283 stores, including the Chandler, Arizona store. The Bankruptcy Court approved these closings on March 20, 2002, as well as the liquidation procedures. As of June 29, 2002, Kmart rejected their lease for the Chandler, Arizona property and ceased making rent payments. The General Partner filed a lease rejection claim with the bankruptcy court on behalf of the Partnership. It is the intent of the General Partner to use its best efforts to lease this space.  Commissions, concessions and tenant improvements may be required to obtain or attract replacement tenants.



Eurofresh 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 consisted of two buildings aggregating 52,475 square feet. One of the buildings was a food store and the other was a multi-tenant building containing twelve commercial units. The total initial cost of this property to the Partnership was $2,186,383, which included acquisition fees of  $180,645 and related acquisition costs of $5,738. On November 30, 1999, the Partnership sold Eurofresh Plaza to an unaffiliated third party for $2,400,000.  The gain on sale recorded by the Partnership for this property was $582,147.





Cost and accumulated depreciation of the above properties as of December 31, are summarized as follows:



|                              |   | 2002       | 2001      
|----------------------------- | - | ---------- | ----------
|Health and Racquet Club:      |   |            |           
|Cost                          | $ | 3,016,527  | 3,016,527 
|Less accumulated depreciation |   | 1,028,803  | 956,606   
|                              |   | 1,987,724  | 2,059,921 
|Retail Store:                 |   |            |           
|Cost                          |   | 5,072,473  | 5,072,473 
|Less accumulated depreciation |   | 1,374,637  | 1,269,569 
|                              |   | 3,697,836  | 3,802,904 
|Living Center:                |   |            |           
|Cost                          |   | 7,521,881  | 7,521,881 
|Less accumulated depreciation |   | 2,727,815  | 2,562,099 
|                              |   | 4,794,066  | 4,959,782 
|                              |   |            |           
|Total                         | $ | 10,479,626 | 10,822,607

-24-

---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)

(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 increases of $72,226 and $239,755 and a decrease of $84,209, in 2002, 2001, and 2000, respectively, of rental income for the period of occupancy for which stepped rent increases apply and $449,793 and $377,567 in related deferred rent receivable as of December 31, 2002 and 2001, respectively. These amounts will be collected over the terms of the related leases as scheduled rent payments are made.

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



|2003       | $ | 1,071,096 
|---------- | - | ----------
|2004       |   | 1,050,086 
|2005       |   | 1,053,341 
|2006       |   | 1,063,106 
|2007       |   | 1,063,106 
|Thereafter |   | 4,716,595 
|           |   |           
|Total      | $ | 10,017,330

No assumptions have been made regarding the releasing of expiring leases.  It is the opinion of the General Partner that the space will be released at market rates.



The following is a list of the Partnership's significant net operating leases and the revenues from those leases as a percent of the Partnership's operating income.



|Significant net operating leases   | 2002 | 2001 | 2000
|---------------------------------- | ---- | ---- | ----
|                                   |      |      |     
|Elite Care Corporation "Elite"     | 60%  | 51%  | 52% 
|                                   |      |      |     
|Scandinvian Health Spa, Inc. "SHS" | 24%  | 20%  | 20% 
|                                   |      |      |     
|K Mart Corporation "Kmart"         | 15%  | 25%  | 23% 

(6) Subsequent Events, unaudited

Effective March 1, 2003, the General Partner has executed an amendment to the Elite lease to reduce the annual rent to $666,855 per year with no increases in rent over the term of the lease.



The General Partner has executed an amendment of this lease through September 30, 2013. Annual base rent will increase from $359,094 to $383,231 per year commencing April 1, 2003.  As part of the extension, the Partnership will advance $400,000 for tenant improvements and equipment at the property.

-25-

---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2002



|                                  |   |           | Initial Cost to Partnership (A) |                                 | Gross amount at which carried at end of period (B) |               |            |                         
|--------------------------------- | - | --------- | ------------------------------- | ------------------------------- | -------------------------------------------------- | ------------- | ---------- | ------------------------
|                                  |   |           | Building and                    | Costs Capitalized Subsequent to | Land and                                           | Buildings and | Total      | Accumulated Depreciation
|                                  |   | Land      | improvements                    | acquisition                     | improvements                                       | improvements  | (C)        | (D)                     
|                                  |   |           |                                 |                                 |                                                    |               |            |                         
|Health & Racquet Club:            |   |           |                                 |                                 |                                                    |               |            |                         
|Scandinavian Health     Spa, Inc. |   |           |                                 |                                 |                                                    |               |            |                         
|Broadview Hts., OH                | $ | 850,609   | 2,165,039                       | 879                             | 850,609                                            | 2,165,918     | 3,016,527  | 1,028,803               
|                                  |   |           |                                 |                                 |                                                    |               |            |                         
|Nursing Home Facility:            |   |           |                                 |                                 |                                                    |               |            |                         
|Colonial Manor                    |   |           |                                 |                                 |                                                    |               |            |                         
|LaGrange, IL                      |   | 416,390   | 7,105,491                       | -                               | 416,390                                            | 7,105,491     | 7,521,881  | 2,727,815               
|                                  |   |           |                                 |                                 |                                                    |               |            |                         
|Retail Store:                     |   |           |                                 |                                 |                                                    |               |            |                         
|Kmart                             |   |           |                                 |                                 |                                                    |               |            |                         
|Chandler, AZ                      |   | 1,920,439 | 3,152,034                       | -                               | 1,920,439                                          | 3,152,034     | 5,072,473  | 1,374,637               
|                                  |   |           |                                 |                                 |                                                    |               |            |                         
|Totals                            | $ | 3,187,438 | 12,422,564                      | 879                             | 3,187,438                                          | 12,423,443    | 15,610,881 | 5,131,255               



-26-

---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2002

Notes:

1. 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.
2. The aggregate cost of real estate owned at December 31, 2002 for Federal income tax purposes was approximately $15,611,000 (unaudited.)
3. Reconciliation of real estate owned:
4. Reconciliation of accumulated depreciation:



|Balance at beginning of year | $ | 4,788,274 | 4,428,736 | 4,046,018
|---------------------------- | - | --------- | --------- | ---------
|Depreciation expense         |   | 342,981   | 359,538   | 382,718  
|Disposals                    |   | -         | -         | -        
|                             |   |           |           |          
|Balance at end of year       | $ | 5,131,255 | 4,788,274 | 4,428,736



-27-

---

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

There were no disagreements on accounting or financial disclosure matters during 2002.







PART III



Item 10.  Directors and Executive Officers of the Registrant

Our general partner, 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 our 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 us 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              
|Brenda G. Gujral     | President and Chief Operating Officer-IREIC    
|Catherine L. Lynch   | Treasurer                                      
|Roberta S. Matlin    | Assistant Vice President-Investments           
|Patricia A. DelRosso | Vice President-Asset Management                
|Kelly Tucek          | Assistant Vice President-Partnership Accounting



-28-

---

DANIEL L. GOODWIN (age 59) 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 Corporation.

Mr. Goodwin has been in the housing industry for more than 30 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, the Illinois Association of Realtors and the Northern Illinois Commercial 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 six years and was recently appointed to serve once again by Governor George Ryan. 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. He was appointed Chairman of the Housing Production Committee for the Illinois State Affordable Housing Conference by former Governor Edgar. 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 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 the affordable housing award, recognizing The Inland Group as the leading corporate provider of transitional housing for the homeless people of DuPage County. Mr. Goodwin also serves as Chairman of New Directions Housing Corporation, which provides affordable housing in the Midwest.

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 the Chicago Public Schools. His commitment to education has continued through his work with the BBF Family Services' 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 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 educate disabled students about the workplace. Most of those original students are employed at Inland today, and Inland continues as one of the largest employers of the disabled in DuPage County. Mr. Goodwin has served as a member of the Board of Governors of Illinois State Colleges and Universities, and he is currently Vice Chairman of the Board of Trustees of Benedictine University. Since January 1996, he has been Chairman of the Northeastern Illinois University Board of Trustees.

-29-

---



In 1988 Mr. Goodwin received the Outstanding Business Leader Award from the Oak Brook Jaycees and 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. He was the recipient of the 1995 March of Dimes Life Achievement Award and was recognized as the 1998 Corporate Leader of the Year by the Oak Brook Area Association of Commerce and Industry. The Ray Graham Association for People with Disabilities honored Mr. Goodwin as the 1999 Employer of the Year. Also, in 1999, the YWCA DuPage District bestowed the Corporate Recognition Award for Inland's policies and practices that demonstrate a commitment to the advancement of women in the workplace. For many years, he has been Chairman of the National Football League Players Association Mackey Awards for the benefit of inner-city youth and he served as the recent Chairman of the Speakers Club of the Illinois House of Representatives.

ROBERT H. BAUM (age 58) 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 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 and is a licensed real estate broker. He has served as a director of American National Bank of DuPage and currently serves as a director of Westbank. Mr. Baum also is a member of the Governing Council of Wellness House, a charitable organization that provides educational and emotional support for cancer patients and their families.

G. JOSEPH COSENZA (age 58) has been with The Inland Group, Inc. and its affiliates since 1968 and is one of the four original principals. Mr. Cosenza is a Director and Vice Chairman of The Inland Group, Inc. and oversees, coordinates and directs Inland's many enterprises. In addition, Mr. Cosenza immediately supervises a staff of ten persons who engage in property acquisition. Mr. Cosenza has been a consultant to other real estate entities and lending institutions on property appraisal methods. He has directly overseen the purchase of close to $4 billion of income producing real estate from 1968 to the present.

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 in the LaGrange, Illinois School District 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 was the Chairman and is presently a Director on the Board of Westbank in Westchester, Hillside and Lombard, Illinois.



-30-

---

ROBERT D. PARKS  (age 59) has been with The Inland Group Inc. ("Inland") and its affiliates since 1968 and is one of the four original principals; Chairman of Inland Real Estate Investment Corporation and Director of Inland Securities Corporation. Mr. Parks is president, chief executive officer, and a director of Inland Real Estate Corporation. He is  Chairman, Chief Executive Officer and Affiliated Director of Inland Retail Real Estate Trust, Inc. He is a director of Inland Real Estate Advisory Services, Inc., Inland Investment Advisors, Inc., Partnership Ownership Corp., Inland Southern Acquisitions, Inc. and Inland Southeast Investment Corp., and he is a Trustee of Inland Mutual Fund Trust.

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 Limited Principal with the National Association of Securities Dealers, Inc. He is also a member of the Real Estate Investment Association, the Financial Planning Association, the Foundation for Financial Planning, as well as a member of the National Association of Real Estate Investments Trusts, Inc.

BRENDA G. GUJRAL (age 61) is President and Chief Operating Officer and a director of Inland Real Estate Investment Corporation (IREIC). She is also President and Chief Operating Officer and a director of Inland Securities Corporation (ISC), a member firm of the National Association of Securities Dealers (NASD). Mrs. Gujral is also a director of Inland Investment Advisors, Inc., an investment advisor.

Mrs. Gujral has overall responsibility for the operations of IREIC, including the distribution of checks to over 50,000 investors, review of periodic communications to those investors, the filing of quarterly and annual reports for Inland's publicly registered investment programs with the Securities and Exchange Commission, compliance with other SEC and NASD securities regulations both for IREIC and ISC, review of asset management activities, and marketing and communications with the independent broker/dealer firms selling Inland's current and prior programs.  Mrs. Gujral works with internal and outside legal counsel in structuring and registering the prospectuses for IREIC's investment programs and in connection with the preparation of its offering documents and registering the related securities with the Securities and Exchange Commission and state securities commissions.

Mrs. Gujral has been with the Inland organization for 22 years, becoming an officer in 1982. Prior to joining Inland, she worked for the Land Use Planning Commission establishing an office in Portland, Oregon, to implement land use legislation for that state.

She is a graduate of California State University.  She holds Series 7, 22, 39 and 63 licenses from the NASD.  Mrs. Gujral is a member of the National Association of Real Estate Investment Trusts (NAREIT), the Financial Planning Association (FPA), the Foundation for Financial Planning (FFP) and the National Association for Female Executives.

CATHERINE L. LYNCH (age 44) 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.

-31-

---

ROBERTA S. MATLIN (age 58) joined Inland in 1984 as Director of Investor Administration and currently serves as Senior Vice President of Inland Real Estate Investment Corporation ("IREIC") directing the day-today internal operations.   Ms. Matlin is a Director of IREIC and of Inland Securities Corporation.   Since 1998 she has been Vice President of Administration of Inland Retail Real Estate Trust, Inc. and was Vice President of Administration of Inland Real Corporation from 1995 until 2000.    She is President and Director of Inland Investment Advisors, Inc. and Intervest Southern Real Estate Corporation, and a Trustee and Executive Vice President of Inland Mutual Fund Trust.

Prior to joining Inland, Ms. Matlin worked for the Chicago Region of the Social Security Administration of the Untied States Department of Health and Human Services.

Ms. Matlin is a graduate of the University of Illinois.   She holds Series 7,22,24,39,63, and 65 licenses from the National Association of Securities Dealers.

PATRICIA A. DELROSSO (age 50) joined Inland in 1985. Ms. DelRosso 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. DelRosso also serves as President of the newly formed Inland Real Estate Exchange Corporation.  In this capacity, she develops, implements and evaluates business plans for tenant-in-common and customized 1031 tax-deferred exchange replacement property offerings. Ms. DelRosso received her Bachelor's degree from George Washington University and her Master's from Virginia Tech University. Ms. DelRosso is a licensed real estate broker, NASD registered securities sales representative, a member of the Urban Land Institute and a member of the Northern Illinois Commercial Association of Realtors.

KELLY TUCEK (age 40) 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.



-32-

---

Item 11.  Executive Compensation

Our 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 2002.

We are permitted to engage in various transactions involving affiliates of our general partner, 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.

Our general partner and its affiliates may be reimbursed for their expenses or out-of-pocket expenses relating to the administration and salaries and direct expenses of employees of the general partner and its affiliates for our administration. Such costs for 2002 were $36,160, of which $3,062 was unpaid as of December 31, 2002. During 2002, affiliates of the general partner earned $17,828 in management fees in connection with managing our properties, all of which is paid as of December 31, 2002.



-33-

---

Item 12. Security Ownership of Certain Beneficial Owners and Management

1. The following table sets forth information as of December 31, 2002, regarding any person known to be beneficial owner of more than 5% of our outstanding units.



|                                  | Amount and Nature    |         
|--------------------------------- | -------------------- | --------
|                                  | of Beneficial        | Percent 
|Name of Beneficial Owner          | Ownership            | of Class
|                                  |                      |         
|Partnership Ownership Corporation | 3,343 Units directly | 6.67%   





|                          | Amount and Nature |               
|------------------------- | ----------------- | --------------
|                          | of Beneficial     | Percent       
|Title of Class            | Ownership         | of Class      
|                          |                   |               
|Limited partnership units | 71 Units directly | Less than 1/2%



No officer or director of our general partner possesses a right to acquire beneficial ownership of  our units.

All of the outstanding shares of our general partner are owned by an affiliate or its officers and directors as set forth above in Item 10.



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.



Item 14.  Controls and Procedures



Within 90 days prior to the filing date of this report, our general partner conducted, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.  Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information that is required to be disclosed in the periodic reports that we must file with the Securities and Exchange Commission.

There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

-34-

---

PART IV



Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

1. The Financial Statements listed in the index at page 12 of this annual report are filed as part of this annual report.
2. Exhibits. The following exhibits are incorporated herein by reference:
3. Financial Statement Schedules.



|                                                        | 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.

None.

No annual report or proxy material for the year 2002 has been sent to our limited partners. An annual report will be sent to the limited partners subsequent to this filing and we will furnish copies of such report to the commission when it is sent to the limited partners.

-35-

---



S

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'S MONTHLY INCOME FUND II, L.P.    
|----- | -----------------------------------------
|      | Inland Real Estate Investment Corporation
|      | General Partner                          
|      |                                          
|/s/   | Brenda G. Gujral                         
|      |                                          
|By:   | Brenda G. Gujral                         
|      | President and Director                   
|Date: | March 25, 2003                           

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                          
|      |                                          
|/s/   | Brenda G. Gujral                         
|      |                                          
|By:   | Brenda G. Gujral                         
|      | President and Director                   
|Date: | March 25, 2003                           
|      |                                          
|/s/   | Patricia A. DelRosso                     
|      |                                          
|By:   | Patricia A. DelRosso                     
|      | Senior Vice President                    
|Date: | March 25, 2003                           
|      |                                          
|/s/   | Kelly Tucek                              
|      |                                          
|By:   | Kelly Tucek                              
|      | Assistant Vice President                 
|Date: | March 25, 2003                           
|      |                                          
|/s/   | Robert D. Parks                          
|      |                                          
|By:   | Robert D. Parks                          
|      | Chairman                                 
|Date: | March 25, 2003                           
|      |                                          
|/s/   | Daniel L. Goodwin                        
|      |                                          
|By:   | Daniel L. Goodwin                        
|      | Director                                 
|Date: | March 25, 2003                           
|      |                                          

-36-

---

SECTION 302 CERTIFICATION

I, Brenda G. Gujral, President, certify that:

1. I have reviewed this annual report on Form 10-K of Inland Monthly Income Fund II, L.P.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
5. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
6. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
7. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
8. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
9. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
10. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
11. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

---

Section 302 CERTIFICATION

I, Kelly Tucek, Assistant Vice President, certify that:

1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
3. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

By: Inland Real Estate Investment Corporation

General Partner

/S/ Kelly Tucek____________________________________

Name: Kelly Tucek

Title: Assistant Vice President of the General Partner and

Principal Financial Officer of Inland Monthly Income Fund II, L.P.

Date: March 25, 2003

-38-

I, Kelly Tucek, Assistant Vice President, certify that:

1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
3. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

By: Inland Real Estate Investment Corporation

General Partner

/S/ Kelly Tucek____________________________________

Name: Kelly Tucek

Title: Assistant Vice President of the General Partner and

Principal Financial Officer of Inland Monthly Income Fund II, L.P.

Date: March 25, 2003

-38-