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, 2000

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.



INLAND MONTHLY INCOME FUND II, L.P.

(a limited partnership)

TABLE OF CONTENTS

|           | Part I                                                                                          | Page
|---------- | ----------------------------------------------------------------------------------------------- | ----
|           |                                                                                                 |     
|Item 1.    | Business                                                                                        | 3   
|           |                                                                                                 |     
|Item 2.    | Properties                                                                                      | 4   
|           |                                                                                                 |     
|Item 3.    | Legal Proceedings                                                                               | 7   
|           |                                                                                                 |     
|Item 4.    | Submission of Matters to a Vote of Security Holders                                             | 7   
|           |                                                                                                 |     
|           |                                                                                                 |     
|           | Part II                                                                                         |     
|           |                                                                                                 |     
|Item 5.    | Market for the Partnership's Limited Partnership Units and Related Security Holder   Matters    | 7   
|           |                                                                                                 |     
|Item 6.    | Selected Financial Data                                                                         | 8   
|           |                                                                                                 |     
|Item 7.    | Management's Discussion and Analysis of Financial Condition and Results of   Operations         | 9   
|           |                                                                                                 |     
|Item 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 | 30  
|           |                                                                                                 |     
|           |                                                                                                 |     
|           | Part III                                                                                        |     
|           |                                                                                                 |     
|Item 10.   | Directors and Executive Officers of the Registrant                                              | 30  
|           |                                                                                                 |     
|Item 11.   | Executive Compensation                                                                          | 34  
|           |                                                                                                 |     
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management                                  | 35  
|           |                                                                                                 |     
|Item 13.   | Certain Relationships and Related Transactions                                                  | 35  
|           |                                                                                                 |     
|           |                                                                                                 |     
|           | Part IV                                                                                         |     
|           |                                                                                                 |     
|Item 14.   | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                | 36  
|           |                                                                                                 |     
|           | SIGNATURES                                                                                      | 37  





---

PART I

Item 1. Business

The Registrant, Inland Monthly Income Fund II, L.P. (the "Partnership"), was formed on June 20, 1988 pursuant to the Delaware Revised Uniform Limited Partnership Act, to invest in improved residential, retail, industrial and other
income producing properties. On August 4, 1988, the Partnership commenced an Offering of 50,000 Limited Partnership Units (subject to an increase of up to 30,000 additional Units) pursuant to a Registration under the Securities Act of 1933. The Offering
terminated on August 4, 1990, with total sales of 50,647.14 Units at $500 per Unit, resulting in gross offering proceeds of $25,323,569, not including the General Partner's contribution of $500. All of the holders of these Units were admitted to the
Partnership. Inland Real Estate Investment Corporation is the General Partner. The Partnership acquired five properties utilizing $21,224,542 of capital proceeds collected. On January 8, 1991, the Partnership sold one of its properties, The Wholesale
Club. On November 30, 1999, the Partnership sold another of its properties, Eurofresh Plaza. The Limited Partners of the Partnership share in their portion of benefits of ownership of the Partnership's real property investments according to the number of
Units held. The Partnership repurchased 551.64 Units for $260,285 from various Limited Partners through the Unit Repurchase Program. There are no funds remaining for the repurchase of Units through this program.

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

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

|Property and Location   | Square Feet | Date of Purchase
|----------------------- | ----------- | ----------------
|                        |             |                 
|Scandinavian Health Spa | 26,040      | 10/19/88        
|Health & Racquet Club   |             |                 
|Broadview Heights, Ohio |             |                 
|                        |             |                 
|Wholesale Club          | 103,000     | 12/06/88        
|Commercial Warehouse    |             | (sold 01/08/91) 
|Fort Wayne, Indiana     |             |                 
|                        |             |                 
|Colonial Manor          | 107,867     | 06/07/89        
|Living Center           |             |                 
|LaGrange, Illinois      |             |                 
|                        |             |                 
|K mart                  | 84,146      | 12/29/89        
|Retail Store            |             |                 
|Chandler, Arizona       |             |                 
|                        |             |                 
|Eurofresh Plaza         | 52,475      | 12/31/90        
|Shopping Center         |             | (sold 11/30/99) 
|Palatine, Illinois      |             |                 

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



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

The Partnership currently has significant net operating leases with Elite Care Corporation ("Elite"), K Mart Corporation ("K mart") and Scandinavian Health Spa, Inc. ("SHS"). Revenues from the Elite lease for the Colonial Manor Nursing Home, the K
mart lease for the K mart store and the SHS lease for the Scandinavian Health Spa represent approximately 52%, 27%, and 21%, respectively, of the Partnership's operating income for the year ended December 31, 2000, approximately 44%, 24% and 18%,
respectively, of the Partnership's operating income for the year ended December 31, 1999, and approximately 42%, 22% and 17%, respectively, of the Partnership's operating income for the year ended December 31, 1998.

As part of their original lease, which expired January 31, 2001, Elite was granted a  deferral of the first two months rent for a period of ten years.  This deferred rent was to be paid February 2001.  As of March 28, 2001, deferred rent totaling
$130,658 had not been received.  Elite has requested an additional one year deferral of this amount.  The General Partner continues to negotiate with the tenant.



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

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

The Partnership had no employees during 2000.

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



Item 2. Properties

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



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

|Properties              | 2000 | 1999 | 1998 | 1997 | 1996
|----------------------- | ---- | ---- | ---- | ---- | ----
|                        |      |      |      |      |     
|Scandinavian Health Spa | 100% | 100% | 100% | 100% | 100%
|Health & Racquet Club   |      |      |      |      |     
|Broadview Heights, Ohio |      |      |      |      |     
|                        |      |      |      |      |     
|Colonial Manor          | 100% | 100% | 100% | 100% | 100%
|Living Center           |      |      |      |      |     
|LaGrange, Illinois      |      |      |      |      |     
|                        |      |      |      |      |     
|K mart                  | 100% | 100% | 100% | 100% | 100%
|Retail Store            |      |      |      |      |     
|Chandler, Arizona       |      |      |      |      |     
|                        |      |      |      |      |     
|Eurofresh Plaza         | N/A  | N/A  | 85%  | 95%  | 95% 
|Shopping Center         |      |      |      |      |     
|Palatine, Illinois      |      |      |      |      |     



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

|Properties              | 2000  | 1999  | 1998  | 1997  | 1996 
|----------------------- | ----- | ----- | ----- | ----- | -----
|                        |       |       |       |       |      
|Scandinavian Health Spa | 13.79 | 13.79 | 13.79 | 13.79 | 13.79
|Health & Racquet Club   |       |       |       |       |      
|Broadview Heights, Ohio |       |       |       |       |      
|                        |       |       |       |       |      
|Colonial Manor          | 8.00  | 8.00  | 8.00  | 8.00  | 8.00 
|Living Center           |       |       |       |       |      
|LaGrange, Illinois      |       |       |       |       |      
|                        |       |       |       |       |      
|K mart                  | 5.37  | 5.37  | 5.37  | 5.37  | 5.37 
|Retail Store            |       |       |       |       |      
|Chandler, Arizona       |       |       |       |       |      
|                        |       |       |       |       |      
|Eurofresh Plaza         | N/A   | N/A   | 3.96  | 4.64  | 4.66 
|Shopping Center         |       |       |       |       |      
|Palatine, Illinois      |       |       |       |       |      



The following tables set forth certain information with respect to the amount and expiration of leases for the Partnership's investment properties:

|                              | Square Feet |            | Renewal   |   | Current     |   | Rent Per   
|----------------------------- | ----------- | ---------- | --------- | - | ----------- | - | -----------
|Lessee                        | Leased      | Lease Ends | Options   |   | Annual Rent |   | Square Foot
|                              |             |            |           |   |             |   |            
|Scandinavian Health Spa, Inc. | 26,040      | 12/2004    | 2/5 years | $ | 359,094     | $ | 13.79      
|                              |             |            |           |   |             |   |            
|Elite Care Corporation        | 107,867     | 1/2006     | 1/5 years |   | 948,579     |   | 8.79       
|                              |             |            |           |   |             |   |            
|K Mart Corporation            | 84,146      | 7/2013     | 4/5 years |   | 452,000     |   | 5.37       



|Year Ending | Number of Leases | Approx. Gross Leasable Area ("GLA") of Expiring Leases | Annual Base Rent of Expiring | Total Annual Base | 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 ($)                   | Rent(1) ($)       | Leases ($)                                  | Leases                                 | Leases                                       
|            |                  |                                                        |                              |                   |                                             |                                        |                                              
|2001        | -                | -                                                      | -                            | 1,781,233         | -                                           | -                                      | -                                            
|            |                  |                                                        |                              |                   |                                             |                                        |                                              
|2002        | -                | -                                                      | -                            | 1,804,751         | -                                           | -                                      | -                                            
|            |                  |                                                        |                              |                   |                                             |                                        |                                              
|2003        | -                | -                                                      | -                            | 1,828,270         | -                                           | -                                      | -                                            
|            |                  |                                                        |                              |                   |                                             |                                        |                                              
|2004        | 1                | 26,040                                                 | 359,094                      | 1,857,788         | 13.79                                       | 11.94                                  | 19.33                                        
|            |                  |                                                        |                              |                   |                                             |                                        |                                              
|2005        | -                | -                                                      | -                            | 1,516,213         | -                                           | -                                      | -                                            
|            |                  |                                                        |                              |                   |                                             |                                        |                                              
|2006        | 1                | 107,867                                                | 1,066,164                    | 1,518,164         | 9.88                                        | 49.47                                  | 70.23                                        
|            |                  |                                                        |                              |                   |                                             |                                        |                                              
|2007        | -                | -                                                      | -                            | 452,000           | -                                           | -                                      | -                                            
|            |                  |                                                        |                              |                   |                                             |                                        |                                              
|2008        | -                | -                                                      | -                            | 452,000           | -                                           | -                                      | -                                            
|            |                  |                                                        |                              |                   |                                             |                                        |                                              
|2009        | -                | -                                                      | -                            | 452,000           | -                                           | -                                      | -                                            
|            |                  |                                                        |                              |                   |                                             |                                        |                                              
|2010        | -                | -                                                      | -                            | 452,000           | -                                           | -                                      | -                                            

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.



Item 3. Legal Proceedings

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



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

There were no matters submitted to a vote of security holders during 2000.





---

PART II



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

As of December 31, 2000, there were 2,005 holders of Units of the Partnership. There is no public market for Units nor is it anticipated that any public market for Units will develop. Reference is made to Item 6 below for a discussion
of cash distributions made to the Limited Partners.

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





---

Item 6. Selected Financial Data



INLAND MONTHLY INCOME FUND II, L.P.

(a limited partnership)

For the years ended December 31, 2000, 1999, 1998, 1997, and 1996

(not covered by Independent Auditors' Report)

|                                                        |   | 2000       | 1999       | 1998       | 1997       | 1996      
|------------------------------------------------------- | - | ---------- | ---------- | ---------- | ---------- | ----------
|                                                        |   |            |            |            |            |           
|Total assets                                            | $ | 12,786,600 | 15,529,722 | 15,621,400 | 15,973,079 | 16,313,004
|                                                        |   |            |            |            |            |           
|Total income                                            | $ | 1,767,769  | 1,982,302  | 2,071,413  | 2,148,859  | 2,108,760 
|                                                        |   |            |            |            |            |           
|Net income from operations                              | $ | 1,174,659  | 1,144,583  | 1,258,738  | 1,277,365  | 1,269,375 
|                                                        |   |            |            |            |            |           
|Gain on sale of investment   property                   |   | -          | 582,147    | -          | -          | -         
|                                                        |   |            |            |            |            |           
|Net income                                              | $ | 1,174,659  | 1,726,730  | 1,258,738  | 1,277,365  | 1,269,375 
|                                                        |   |            |            |            |            |           
|Net income (loss) per the one   General Partner Unit    | $ | (3,827)    | 16         | (4,297)    | (4,316)    | (4,316)   
|                                                        |   |            |            |            |            |           
|Net income allocated per Limited   Partnership Unit (b) | $ | 23.52      | 34.47      | 25.21      | 25.58      | 25.43     
|                                                        |   |            |            |            |            |           
|Distributions to Limited Partners                       | $ | 3,871,221  | 1,653,427  | 1,653,426  | 1,653,426  | 1,703,419 
|                                                        |   |            |            |            |            |           
|Distributions per Limited   Partnership Unit (b)        | $ | 77.28      | 33.01      | 33.01      | 33.01      | 34.00     



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.





---

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 the Partnership's actual results, performance, or achievements to be materially
different from any future results, performance, or achievements expressed or implied by these forward-looking statements. These factors include, among other things, competition for tenants; federal, state, or local regulations; adverse changes in general
economic or local conditions; uninsured losses; and potential conflicts of interest between the Partnership and its Affiliates, including the General Partner.

Liquidity and Capital Resources

On August 4, 1988, the Partnership commenced an Offering of 50,000 (subject to increase to 80,000) Limited Partnership Units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The Offering terminated on
August 4, 1990, with total sales of 50,647.14 Units at $500 per Unit, resulting in gross offering proceeds of $25,323,569, not including the General Partner's contribution of $500. All of the holders of these Units have been admitted to the Partnership.
The Partnership acquired five properties utilizing $21,224,542 of capital proceeds collected. On January 8, 1991, the Partnership sold one of its properties, The Wholesale Club. On November 30, 1999, the Partnership sold another of its properties,
Eurofresh Plaza. As of December 31, 2000, cumulative distributions to Limited Partners totaled $26,814,390; 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
$20,026,007 represents distributable cash flow from the properties. The Partnership repurchased 551.64 Units for $260,285 from various Limited Partners through the Unit Repurchase Program. There are no funds remaining for the repurchase of Units through
this program.

As of December 31, 2000, the Partnership had cash and cash equivalents of $1,413,462 which includes approximately $406,000 held in an unrestricted escrow account for the payment of real estate taxes for Colonial Manor Living Center.
The Partnership intends to use such remaining funds for distributions and for working capital requirements.

The properties owned by the Partnership are generating cash flow in excess of the 8% annualized distributions to the Limited Partners (paid monthly), in addition to covering all the operating expenses of the Partnership. As of December
31, 2000, the Partnership has made cumulative distributions of $253,868 in addition to the 8% annualized return to the Limited Partners from excess cash flow. To the extent that the cash flow from the properties is insufficient to meet the Partnership's
needs, the Partnership may rely on advances from Affiliates of the General Partner, other short-term financing, or may sell one or more of the properties.



Results of Operations

At December 31, 2000, the Partnership owns three operating properties. Two of the Partnership's 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. The lease of the other property owned by the Partnership, K mart provides that the Partnership be responsible for maintenance of the structure and the parking lot and the tenant is required to
reimburse the Partnership for portions of insurance, real estate taxes and common area maintenance. The Partnership sold one of its properties, The Wholesale Club, on January 8, 1991. The Partnership sold another of its properties, Eurofresh Plaza, on
November 30, 1999.

Rental income decreased for the year ended December 31, 2000, as compared to the year ended December 31, 1999, due to the sale of Eurofresh Plaza. Rental income decreased for the year ended December 31, 1999, as compared to the year
ended December 31, 1998, due to a decrease in occupancy at Eurofresh Plaza, as well as for the year ended December 31, 1999, only 11 months of Eurofresh Plaza rental income was received due to the sale of Eurofresh Plaza on November 30, 1999.

Interest income increased for the year ended December 31, 2000, as compared to the year ended December 31, 1999, due to the proceeds from the sale of Eurofresh in November 1999 being held until February 2000 before distribution.

Other income increased for the year ended December 31, 1999, as compared to the year ended December 31, 2000 and 1998, due to an increase in percentage rents from the K Mart store.

Professional services to Affiliates increased for the year ended December 31, 2000 as compared to the year ended December 31, 1999, due to an increase in accounting services. Professional services to Affiliates decreased for the year
ended December 31, 1999, as compared to the year ended December 31, 1998, due to a decrease in accounting services, which was partially offset by an increase in legal services. Professional services to non-affiliates decreased for the year ended December
31, 2000 as compared to the year ended December 31, 1999, due to a decrease in legal services. Professional services to non-affiliates increased for the year ended December 31, 1999, as compared to the year ended December 31, 1998, due to increases in
legal services and accounting fees.

General and administrative expenses to Affiliates increased for the years ended December 31, 2000 and 1999, as compared to the year ended December 31, 1998, due to increases in investor services and data processing expenses. General
and administrative expenses to non-affiliates increased for the years ended December 31, 2000 and 1999, as compared to the year ended December 31, 1998, due to an increase in state tax expenses.



Property operating expenses to Affiliates and non-affiliates decreased for the year ended December 31, 2000, as compared to the year ended December 31, 1999, due to the sale of Eurofresh Plaza. Property operating expenses to
non-affiliates for the year ended December 31, 1999 remained comparable to the year ended December 31, 1998, due to offsetting fluctuations in expenses. An increase in snow removal costs was offset by only 11 months of operations for Eurofresh Plaza
versus 12 months of operations in 1998.

Selected Quarterly Financial Data (unaudited)

The following represents the results of operations for each quarter during the years ended December 31, 2000 and 1999.

|                                                            |   | 2000   
|----------------------------------------------------------- | - | -------
|                                                            |   | 12/31  
|Total income                                                | $ | 435,566
|Net operating income                                        |   | 269,584
|                                                            |   |        
|Net operating income per common share, basic   and diluted: |   | 5.38   
|                                                            |   |        
|                                                            |   | 1999   
|                                                            |   | 12/31  
|Total income                                                | $ | 474,488
|Net operating income                                        |   | 335,043
|                                                            |   |        
|Net operating income per common share, basic   and diluted: |   | 6.69   
|                                                            |   |        

Inflation

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

The K mart property is subject to a net lease containing a rental escalation clause which takes effect when specified sales volumes is achieved. If inflation, over time, increases the prices of goods sold by K Mart, this may result in
increased rental income for the Partnership.



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

Not Applicable.



---

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, 2000 and 1999                                            | 14  
|                                                                                      |     
|Statements of Operations, for the years ended December 31, 2000, 1999 and 1998        | 16  
|                                                                                      |     
|Statements of Partners' Capital, for the years ended December 31, 2000, 1999 and 1998 | 18  
|                                                                                      |     
|Statements of Cash Flows, for the years ended December 31, 2000, 1999 and 1998        | 19  
|                                                                                      |     
|Notes to Financial Statements                                                         | 21  
|                                                                                      |     
|Real Estate and Accumulated Depreciation (Schedule III)                               | 28  



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.



---

INDEPENDENT AUDITORS' REPORT



To the Partners of

Inland Monthly Income Fund II, L.P.

We have audited the accompanying balance sheets of Inland Monthly Income Fund II, L.P. (a limited partnership) as of December 31, 2000 and 1999, and the related statements of operations, partners' capital, and cash flows for each of
the three years in the period ended December 31, 2000. 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, 2000 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2000, 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





Chicago, Illinois

February 2, 2001





---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Balance Sheets
December 31, 2000 and 1999

Assets



|                                                                                                                                                                  |   | 2000       | 1999      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | ----------
|Current assets:                                                                                                                                                   |   |            |           
|Cash and cash equivalents (Note 1)                                                                                                                                | $ | 1,413,462  | 3,665,630 
|Accounts and rents receivable                                                                                                                                     |   | 4,094      | 10,406    
|Other assets                                                                                                                                                      |   | 167        | 167       
|                                                                                                                                                                  |   |            |           
|Total current assets                                                                                                                                              |   | 1,417,723  | 3,676,203 
|                                                                                                                                                                  |   |            |           
|Investment properties (including acquisition fees paid to Affiliates of     $1,250,037 at December 31, 2000 and 1999) (Notes 1, 3 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                                                                                                                                     |   | 4,428,736  | 4,046,018 
|                                                                                                                                                                  |   |            |           
|Net investment properties                                                                                                                                         |   | 11,182,145 | 11,564,863
|                                                                                                                                                                  |   |            |           
|Other assets:                                                                                                                                                     |   |            |           
|Deferred leasing fees to Affiliates (net of accumulated amortization of     $178,812 and $161,097at December 31, 2000 and 1999,     respectively) (Notes 1 and 3) |   | 48,920     | 66,635    
|Deferred rent receivable (Notes 1 and 5)                                                                                                                          |   | 137,812    | 222,021   
|                                                                                                                                                                  |   |            |           
|Total other assets                                                                                                                                                |   | 186,732    | 288,656   
|                                                                                                                                                                  |   |            |           
|Total assets                                                                                                                                                      | $ | 12,786,600 | 15,529,722



See accompanying notes to financial statements.



---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Balance Sheets
(continued)
December 31, 2000 and 1999

Liabilities and Partners' Capital

|                                                                                                                                                                 |   | 2000         | 1999        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | ------------
|                                                                                                                                                                 |   |              |             
|Current liabilities:                                                                                                                                             |   |              |             
|Accounts payable                                                                                                                                                 | $ | 39,045       | 22,749      
|Distributions payable (Note 6)                                                                                                                                   |   | 123,832      | 140,427     
|Due to Affiliates (Note 3)                                                                                                                                       |   | 6,839        | 878         
|Deposits held for others                                                                                                                                         |   | 406,637      | 458,859     
|                                                                                                                                                                 |   |              |             
|Total current liabilities                                                                                                                                        |   | 576,353      | 622,913     
|                                                                                                                                                                 |   |              |             
|Commission payable to Affiliate (Note 3)                                                                                                                         |   | 132,000      | 132,000     
|                                                                                                                                                                 |   |              |             
|Total liabilities                                                                                                                                                |   | 708,353      | 754,913     
|                                                                                                                                                                 |   |              |             
|Partners' capital (Notes 1, 2 and 3):                                                                                                                            |   |              |             
|General Partner:                                                                                                                                                 |   |              |             
|Capital contribution                                                                                                                                             |   | 500          | 500         
|Cumulative net income                                                                                                                                            |   | 56,166       | 59,993      
|                                                                                                                                                                 |   |              |             
|                                                                                                                                                                 |   | 56,666       | 60,493      
|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                                                                                                                                            |   | 16,919,461   | 15,740,975  
|Cumulative distributions                                                                                                                                         |   | (26,814,390) | (22,943,169)
|                                                                                                                                                                 |   |              |             
|                                                                                                                                                                 |   | 12,021,581   | 14,714,316  
|                                                                                                                                                                 |   |              |             
|Total Partners' capital                                                                                                                                          |   | 12,078,247   | 14,774,809  
|                                                                                                                                                                 |   |              |             
|Total liabilities and Partners' capital                                                                                                                          | $ | 12,786,600   | 15,529,722  



See accompanying notes to financial statements.



---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Statements of Operations
For the years ended December 31, 2000, 1999 and 1998

|                                                      |   | 2000      | 1999      | 1998     
|----------------------------------------------------- | - | --------- | --------- | ---------
|Income:                                               |   |           |           |          
|Rental income (Notes 1, 4 and 5)                      | $ | 1,685,876 | 1,790,247 | 1,897,476
|Additional rental income                              |   | 5,684     | 122,453   | 113,886  
|Interest income                                       |   | 62,899    | 40,945    | 40,280   
|Other income                                          |   | 13,310    | 28,657    | 19,771   
|                                                      |   |           |           |          
|                                                      |   | 1,767,769 | 1,982,302 | 2,071,413
|Expenses:                                             |   |           |           |          
|Professional services to Affiliates                   |   | 22,557    | 8,128     | 12,485   
|Professional services to non-affiliates               |   | 31,210    | 38,275    | 27,258   
|General and administrative expenses to Affiliates     |   | 37,058    | 31,984    | 23,447   
|General and administrative expenses to non-affiliates |   | 34,294    | 20,484    | 12,591   
|Property operating expenses to Affiliates             |   | 20,516    | 33,762    | 32,041   
|Property operating expenses to non-affiliates         |   | 47,042    | 257,490   | 257,015  
|Depreciation                                          |   | 382,718   | 429,504   | 429,745  
|Amortization                                          |   | 17,715    | 18,092    | 18,093   
|                                                      |   |           |           |          
|                                                      |   | 593,110   | 837,719   | 812,675  
|                                                      |   |           |           |          
|Net income from operations                            | $ | 1,174,659 | 1,144,583 | 1,258,738
|Gain on sale of investment property (Note 4)          |   | -         | 582,147   | -        
|                                                      |   |           |           |          
|Net income                                            | $ | 1,174,659 | 1,726,730 | 1,258,738
|                                                      |   |           |           |          
|Net income (loss) allocated to (Note 2):              |   |           |           |          
|General Partner                                       | $ | (3,827)   | 16        | (4,297)  
|Limited Partners                                      |   | 1,178,486 | 1,726,714 | 1,263,035
|                                                      |   |           |           |          
|Net income                                            | $ | 1,174,659 | 1,726,730 | 1,258,738



See accompanying notes to financial statements.



---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Statements of Operations
For the years ended December 31, 2000, 1999 and 1998

|                                                                                                               |   | 2000    | 1999    | 1998   
|-------------------------------------------------------------------------------------------------------------- | - | ------- | ------- | -------
|Net income (loss) allocated to the one General Partner Unit:                                                   |   |         |         |        
|Net loss from operations                                                                                       | $ | (3,827) | (4,295) | (4,297)
|Gain on sale of investment property                                                                            |   | -       | 4,311   | -      
|                                                                                                               |   |         |         |        
|                                                                                                               | $ | (3,827) | 16      | (4,297)
|                                                                                                               |   |         |         |        
|Net income per Unit allocated to Limited Partners per weighted average Limited Partnership Units of 50,095.50: |   |         |         |        
|Net income from operations                                                                                     | $ | 23.52   | 22.93   | 25.21  
|Gain on sale of investment property                                                                            |   | -       | 11.54   | -      
|                                                                                                               |   |         |         |        
|                                                                                                               | $ | 23.52   | 34.47   | 25.21  





See accompanying notes to financial statements.



---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Statements of Partners' Capital
For the years ended December 31, 2000, 1999 and 1998



|                                                                                        |   | General | Limited     |            
|--------------------------------------------------------------------------------------- | - | ------- | ----------- | -----------
|                                                                                        |   | Partner | Partners    | Total      
|                                                                                        |   |         |             |            
|Balance January 1, 1998                                                                 | $ | 64,774  | 15,031,420  | 15,096,194 
|                                                                                        |   |         |             |            
|Net income (loss)                                                                       |   | (4,297) | 1,263,035   | 1,258,738  
|Distributions ($33.01 per weighted average of Limited Partnership Units of 50,095.50)   |   | -       | (1,653,426) | (1,653,426)
|                                                                                        |   |         |             |            
|Balance December 31, 1998                                                               |   | 60,477  | 14,641,029  | 14,701,506 
|                                                                                        |   |         |             |            
|Net income (loss)                                                                       |   | 16      | 1,726,714   | 1,726,730  
|Distributions ($33.01 per weighted average of Limited Partnership Units of 50,095.50)   |   | -       | (1,653,427) | (1,653,427)
|                                                                                        |   |         |             |            
|Balance December 31, 1999                                                               |   | 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 



See accompanying notes to financial statements.



---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Statements of Cash Flows
For the years ended December 31, 2000, 1999 and 1998



|                                                                                      |   | 2000        | 1999        | 1998       
|------------------------------------------------------------------------------------- | - | ----------- | ----------- | -----------
|Cash flows from operating activities:                                                 |   |             |             |            
|Net income                                                                            | $ | 1,174,659   | 1,726,730   | 1,258,738  
|Adjustments to reconcile net income to net cash provided     by operating activities: |   |             |             |            
|Depreciation                                                                          |   | 382,718     | 429,504     | 429,745    
|Amortization                                                                          |   | 17,715      | 18,092      | 18,093     
|Gain on sale of investment property                                                   |   | -           | (582,147)   | -          
|Changes in assets and liabilities:                                                    |   |             |             |            
|Accounts and rents receivable                                                         |   | 6,312       | 152,152     | 8,246      
|Other assets                                                                          |   | -           | 1,708       | 186        
|Deferred rent receivable                                                              |   | 84,209      | 80,398      | 48,552     
|Accounts payable                                                                      |   | 16,296      | 19,742      | 299        
|Accrued real estate taxes                                                             |   | -           | (185,785)   | (2,944)    
|Due to Affiliates                                                                     |   | 5,961       | 406         | (1,176)    
|Other current liabilities                                                             |   | -           | -           | (26,925)   
|                                                                                      |   |             |             |            
|Net cash provided by operating activities                                             |   | 1,687,870   | 1,660,800   | 1,732,814  
|                                                                                      |   |             |             |            
|Cash flows from investing activities:                                                 |   |             |             |            
|Capital expenditures                                                                  |   | -           | (43,559)    | (143,627)  
|Proceeds from sale of investment property                                             |   | -           | 2,539,690   | -          
|                                                                                      |   |             |             |            
|Net cash provided by (used in) investing activities                                   |   | -           | 2,496,131   | (143,627)  
|                                                                                      |   |             |             |            
|Cash flows from financing activities:                                                 |   |             |             |            
|Deposits held for others                                                              |   | (52,222)    | 656         | 73,755     
|Cash distributions                                                                    |   | (3,887,816) | (1,653,427) | (1,653,426)
|                                                                                      |   |             |             |            
|Net cash used in financing activities                                                 |   | (3,940,038) | (1,652,771) | (1,579,671)
|                                                                                      |   |             |             |            
|Net increase (decrease) in cash and cash equivalents                                  |   | (2,252,168) | 2,504,160   | 9,516      
|                                                                                      |   |             |             |            
|Cash and cash equivalents at beginning of year                                        |   | 3,665,630   | 1,161,470   | 1,151,954  
|                                                                                      |   |             |             |            
|Cash and cash equivalents at end of year                                              | $ | 1,413,462   | 3,665,630   | 1,161,470  



See accompanying notes to financial statements.



---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Statements of Cash Flows
(continued)
For the years ended December 31, 2000, 1999 and 1998



Supplemental disclosure of non-cash investing activities:

|                                                                              |   | 2000 | 1999      | 1998
|----------------------------------------------------------------------------- | - | ---- | --------- | ----
|                                                                              |   |      |           |     
|Sale of investment property:                                                  |   |      |           |     
|Reduction of investment in property                                           | $ | -    | 2,388,639 | -   
|Reduction of accumulated depreciation related to     investment property sold |   | -    | (431,096) | -   
|Gain on sale                                                                  |   | -    | 582,147   | -   
|                                                                              |   |      |           |     
|Proceeds from sale of investment property                                     | $ | -    | 2,539,690 | -   



See accompanying notes to financial statements.



---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Notes to Financial Statements
For the years ended December 31, 2000, 1999 and 1998

(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 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 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, 2000 and 1999, the Partnership has not recognized any such impairment.

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.



---

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, 2000 and 1999,
included in cash and cash equivalents is approximately $406,000 and $458,900, respectively, held in an unrestricted escrow account for the payment of real estate taxes for Colonial Manor Living Center.

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

The Partnership records are maintained on the accrual basis of accounting in accordance with generally accepted accounting principles ("GAAP"). The Federal income tax return has been prepared from such records after making appropriate
adjustments, if any, to reflect the Partnership's accounts as adjusted for Federal income tax reporting purposes. Such adjustments are not recorded in the records of the Partnership. The net effect of these items is summarized as follows:



|                                        | 2000                                     1999
|--------------------------------------- | ---------------------------------------------
|                                        |                                              
|                                        |                                              
|                                        |                                              
|Total assets                            | $                                            
|                                        |                                              
|Partners' capital:                      |                                              
|General Partner                         |                                              
|Limited Partners                        |                                              
|                                        |                                              
|Net income (loss):                      |                                              
|General Partner                         |                                              
|Limited Partners                        |                                              
|                                        |                                              
|Net income per Limited Partnership Unit |                                              

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





---

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 Statement of Financial Accounting Standards 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 has 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







---

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 $6,839 and $878 was unpaid as of December 31, 2000 and 1999, respectively.

An Affiliate of the General Partner earned Property Management Fees of $20,516, $33,762, and $32,041 for the years ended December 31, 2000, 1999, and 1998, 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, 2000.

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.





---

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 expires January 2001. In January 2000, the lessee exercised its rights and extended the lease term for a period of five years through January 2006. The tenant has the right to extend the lease for an
additional five-year term. The rent per annum is $948,579 and adjusts annually. In 1992, the current operator of this facility negotiated with a new operator to sublease the facility. The General Partner approved the transaction with no significant
changes to the terms of the lease.

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.

K mart Retail Store, Chandler, Arizona

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





---

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



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:



|                              |   | 2000       | 1999      
|----------------------------- | - | ---------- | ----------
|Health and Racquet Club:      |   |            |           
|Cost                          | $ | 3,016,527  | 3,016,527 
|Less accumulated depreciation |   | 884,409    | 812,211   
|                              |   |            |           
|                              |   | 2,132,118  | 2,204,316 
|Retail Store:                 |   |            |           
|Cost                          |   | 5,072,473  | 5,072,473 
|Less accumulated depreciation |   | 1,164,502  | 1,059,434 
|                              |   |            |           
|                              |   | 3,907,971  | 4,013,039 
|Living Center:                |   |            |           
|Cost                          |   | 7,521,881  | 7,521,881 
|Less accumulated depreciation |   | 2,379,825  | 2,174,373 
|                              |   |            |           
|                              |   | 5,142,056  | 5,347,508 
|                              |   |            |           
|Total                         | $ | 11,182,145 | 11,564,863





---

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 decreases of $84,209, $80,398, and $48,552 in 2000, 1999, and 1998, respectively, of rental income for the period of occupancy for which stepped rent increases apply and $137,812 and $222,021 in related deferred rent
receivable as of December 31, 2000 and1999, 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:

|2001       | $ | 1,781,233 
|---------- | - | ----------
|2002       |   | 1,804,752 
|2003       |   | 1,828,270 
|2004       |   | 1,851,789 
|2005       |   | 1,516,213 
|Thereafter |   | 3,478,848 
|           |   |           
|Total      | $ | 12,261,105

The Partnership currently has significant net operating leases with Elite Care Corporation ("Elite"), K Mart Corporation ("K mart") and Scandinavian Health Spa, Inc. ("SHS"). Revenues from the Elite lease for the Colonial Manor Nursing
Home, the K mart lease for the K mart store and the SHS lease for the Scandinavian Health Spa represents approximately 52%, 27%, and 21%, respectively, of the Partnership's income for the year ended December 31, 2000, approximately 44%, 24% and 18%,
respectively, of the Partnership's income for the year ended December 31, 1999, and approximately 42%, 22% and 17%, respectively, of the Partnership's income for the year ended December 31, 1998.



(6) Subsequent Events

On January 10, 2001, the Partnership paid a distribution of $123,832 to the Limited Partners.



---

INLAND MONTHLY INCOME FUND II, L.P.
(a limited partnership)
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2000



|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 | Date Con-stru- | Date       | Life on which Depreciation in latest statement of Operations
|--------------------------------- | - | --------- | ------------ | ------------------------------- | ------------ | ------------- | ---------- | ------------------------ | -------------- | ---------- | ------------------------------------------------------------
|                                  |   | Land      | improvements | acquisition                     | improvements | improvements  | (C)        | (D)                      | cted           | Acq        | is computed                                                 
|                                  |   |           |              |                                 |              |               |            |                          |                |            |                                                             
|Health & Racquet Club:            |   |           |              |                                 |              |               |            |                          |                |            |                                                             
|Scandinavian Health     Spa, Inc. |   |           |              |                                 |              |               |            |                          |                |            |                                                             
|Broadview Hts., OH                | $ | 850,609   | 2,165,039    | 879                             | 850,609      | 2,165,918     | 3,016,527  | 884,409                  | 1984           | 10/19/1988 | 30 years                                                    
|                                  |   |           |              |                                 |              |               |            |                          |                |            |                                                             
|Nursing Home Facility:            |   |           |              |                                 |              |               |            |                          |                |            |                                                             
|Colonial Manor                    |   |           |              |                                 |              |               |            |                          |                |            |                                                             
|LaGrange, IL                      |   | 416,390   | 7,105,491    | -                               | 416,390      | 7,105,491     | 7,521,881  | 2,379,825                | 1924           | 06/071989  | 40 years                                                    
|                                  |   |           |              |                                 |              |               |            |                          |                |            |                                                             
|Retail Store:                     |   |           |              |                                 |              |               |            |                          |                |            |                                                             
|K mart                            |   |           |              |                                 |              |               |            |                          |                |            |                                                             
|Chandler, AZ                      |   | 1,920,439 | 3,152,034    | -                               | 1,920,439    | 3,152,034     | 5,072,473  | 1,164,502                | 1986           | 12/291989  | 30 years                                                    
|                                  |   |           |              |                                 |              |               |            |                          |                |            |                                                             
|Totals                            | $ | 3,187,438 | 12,422,564   | 879                             | 3,187,438    | 12,423,443    | 15,610,881 | 4,428,736                |                |            |                                                             



---

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, 2000 for Federal income tax purposes was approximately $11,182,000 (unaudited.)
3. Reconciliation of real estate owned:
4. Reconciliation of accumulated depreciation:



|Balance at beginning of year | $ | 4,046,018 | 4,047,610 | 3,617,865
|---------------------------- | - | --------- | --------- | ---------
|Depreciation expense         |   | -         | 429,504   | 429,745  
|Disposals                    |   | 382,718   | (431,096) | -        
|                             |   |           |           |          
|Balance at end of year       | $ | 4,428,736 | 4,046,018 | 4,047,610





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 2000.



---

PART III



Item 10. Directors and Executive Officers of the Registrant

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



Officers and Directors

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





|                     | Functional Title                               
|-------------------- | -----------------------------------------------
|                     |                                                
|Daniel L. Goodwin    | Chairman and Chief Executive Officer           
|Robert H. Baum       | Executive Vice President-General Counsel       
|G. Joseph Cosenza    | Senior Vice President-Acquisitions             
|Robert D. Parks      | Senior Vice President-Investments              
|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



DANIEL L. GOODWIN (age 57) 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.



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 56) 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 56) 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.

ROBERT D. PARKS(age 57) is a Director of The Inland Group, Inc. and one of its four original principals; Chairman of Inland Real Estate Investment Corporation and Director of Inland Securities
Corporation. Mr. Parks was President, Chief Executive Officer, Chief Operating Officer and a Director of Inland Real Estate Corporation from October 1994 to July 2000. He is still Chairman of Inland Real Estate Corporation. He is Chairman, Chief Executive
Officer and Affiliated Director of Inland Retail Real Estate Trust, Inc.

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 taught 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. He is 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 Investment Trusts (NAREIT).

BRENDA G. GUJRAL (age 59) is President and Chief Operating Officer of Inland Real Estate Investment Corporation (IREIC). She is also President and Chief Operating Officer of Inland Securities Corporation (ISC),
a member firm of the National Association of Securities Dealers (NASD).

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.

Mrs. Gujral began her career with Inland in 1977, 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.

CATHERINE L. LYNCH (age 42) 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.



PATRICIA A. DELROSSO (age 47) 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 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 and is a member of the Urban Land Institute.

KELLY TUCEK (age 38) 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.



Item 11. Executive Compensation

The General Partner is entitled to receive a share of cash distributions when a Preferential Return of 10% of Cash Available for Distribution has been made to the Limited Partners, and a share of profits or losses as described under
the caption "Cash Distributions" at page 42 and "Allocation of Profits and Losses" at pages 41 and 42 of the Prospectus, and at pages A-6 to A-10 of the Partnership Agreement, included as an exhibit to the Prospectus, which is incorporated herein by
reference. Reference is also made to Note 2 of the Notes to Financial Statements (Item 8 of this Annual Report) for a description of such distributions and allocations for 2000.

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

The General Partner of the Partnership and its Affiliates may be reimbursed for their expenses or out-of-pocket expenses relating to administration of the Partnership and salaries and direct expenses of employees of the General Partner
and its Affiliates for the administration of the Partnership. Such costs for 2000 were $59,615, of which $6,839 was unpaid as of December 31, 2000. During 2000, Affiliates of the General Partner earned $20,516 in management fees in connection with
managing the Partnership's properties, all of which is paid as of December 31, 2000.



Item 12. Security Ownership of Certain Beneficial Owners and Management

1. No person or group is known by the Partnership to own beneficially more than 5% of the outstanding Units of the Partnership.
2. The officers and directors of the General Partner of the Partnership own as a group the following Units of the Partnership:
3. There exists no arrangement, known to the Partnership, the operation of which may, at a subsequent date, result in a change in control of the Partnership.



Item 13. Certain Relationships and Related Transactions

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





---

PART IV



Item 14. 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.
4. Reports on Form 8-K.

None.



No Annual Report or proxy material for the year 2000 has been sent to the Partners of the Partnership. An Annual Report will be sent to the Partners subsequent to this filing and the Partnership will furnish copies of such report to the Commission
when it is sent to the Partners.



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|      | INLAND'S MONTHLY INCOME FUND II, L.P.            
|----- | -------------------------------------------------
|      | Inland Real Estate Investment Corporation        
|      | General Partner                                  
|      |                                                  
|/s/   | Robert D. Parks                                  
|      |                                                  
|By:   | Robert D. Parks                                  
|      | Chairman of the Board and Chief Executive Officer
|Date: | March 26, 2001                                   

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/   | Robert D. Parks                                             
|      |                                                             
|By:   | Robert D. Parks                                             
|      | Chairman of the Board and Chief Executive Officer           
|Date: | March 26, 2001                                              
|      |                                                             
|/s/   | Patricia A. DelRosso                                        
|      |                                                             
|By:   | Patricia A. DelRosso                                        
|      | Senior Vice President                                       
|Date: | March 26, 2001                                              
|      |                                                             
|/s/   | Kelly Tucek                                                 
|      |                                                             
|By:   | Kelly Tucek                                                 
|      | Principal Financial Officer and Principal Accounting Officer
|Date: | March 26, 2001                                              
|      |                                                             
|/s/   | Daniel L. Goodwin                                           
|      |                                                             
|By:   | Daniel L. Goodwin                                           
|      | Director                                                    
|Date: | March 26, 2001                                              
|      |                                                             
|/s/   | Robert H. Baum                                              
|      |                                                             
|By:   | Robert H. Baum                                              
|      | Director                                                    
|Date: | March 26, 2001