SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                  FORM 10-KSB


(Mark One)

[ 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 UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
              For the Transition period from                  to

                       Commission file: number 0-16874

          NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES-II
                (Name of Small Business Issuer in Its Charter)

         Wisconsin                                         39-1553195
(State or Other Jurisdiction of                       (IRS Employer
Incorporation or Organization)                            Identification No.)

1155 Quail Court, Pewaukee, Wisconsin                        53072-3703
(Address of Principal Executive Offices)                     (Zip Code)

                                  (262) 695-1400
                  (Issuer=s Telephone Number, Including Area Code)

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

                                     None

      Securities registered under Section 12(g) of the Exchange Act:

                         Limited Partnership Interests
                                (Title of Class)


Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 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

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [x]

Issuer=s total gross rental revenues for its most recent fiscal year ended
December 31, 2000, were $764,017.

State the aggregate market value of the securities voting and non-voting
common equity  held by non-affiliates of the Registrant as of  December 31,
2000: indeterminate value as there is no market.*
*For purposes of this disclosure only.

The number of Limited Partnership interests outstanding as of December
31, 2000: 20,653.69

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual report to Partners for the year ended December
31, 2000 are incorporated by reference into Parts I and II.




                            TABLE OF CONTENTS



      Item No.                                                  Page No.

                                  PART I
 1. Business                                                          3
 2. Description of Properties                                         3
 3. Legal Proceedings                                                 3
 4. Submission of Matters to a Vote of Security Holders               3

                                  PART II

 5. Market for Partnership's Securities and Related
    Security Holder Matters                                           4
 6. Management's Discussion and Analysis of Financial
    Condition and Results of Operations                               5
 7. Financial Statements                                              5
 8. Changes in and Disagreements with Accountants
    on Accounting and Financial Disclosure                            5

                                 PART III

 9. Directors, Executive Officers, Promoters and Control Persons;
 Compliance with Section 16(a) of the Exchange Act                    6
 10.Executive Compensation                                            9
 11.Security Ownership of Certain Beneficial Owners and
 Management                                                          10
 12.Certain Relationships and Related Transactions                   10
 13.Exhibits, List, and Reports on Form 8-K                          10



                                  PART I

 ITEM 1.    DESCRIPTION OF BUSINESS
 "Business" on pages 1 and 2 of the Partnership's annual report to Partners
 for the year ended December 31, 2000 is incorporated herein by reference.

 ITEM 2.    DESCRIPTION OF PROPERTIES
 "Properties" on pages 2 through 4 of the Partnership's annual report to
 Partners for the year ended December 31, 2000 is incorporated herein by
 reference.

 ITEM 3.    LEGAL PROCEEDINGS
 "Legal Proceedings" on pages 4 to 5 of the Partnership's annual report
 to Partners for the year ended December 31, 2000, is incorporated herein by
 reference.

 ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 None



                                   PART II

ITEM 5.    MARKET FOR THE PARTNERSHIP'S SECURITIES AND RELATED SECURITY
HOLDER MATTERS

a) Market Information

The Partnership has two classes of equity securities, General Partners
Interests and Limited Partners Interests ("Interests"). On February 2, 1987,
the Partnership satisfied the initial escrow requirements and investors were
admitted to the Partnership as limited partners except for New York investors
who were admitted to the Partnership April 30, 1987, due to special escrow
requirements for those investors. The offering of such Interests by the
Partnership terminated on August 31, 1988, at which time 20,653.69 Interests
had been sold to the public at a price of $250 per Interest. Of the Interests
sold, 16,699.69 Interests were sold during 1987 and 3,954 were sold from
January 1, 1988, to August 31, 1988. No additional Interests have been sold.
Management is not aware of any public trading market, however, there has
been an emergence of activity through partnership matching services.

 b) Security Holders

                       NUMBER OF RECORD HOLDERS          NUMBER OF INTERESTS
TITLE OF CLASS        (AS OF DECEMBER 31, 2000)      (AS OF DECEMBER 31,2000)

Limited Partnership
Interests                        644                          20,653.69

 c) Dividends or Similar Distributions

"Cash Available for Distribution" is defined in the Partnership Agreement
to include Net Cash Flow less amounts set aside for Reserves plus the amount
of any General Partner Loan for such period. "Net Cash Flow" is defined as
the Partnership's cash funds provided from operations and Reserves,
including lease payments on net leases from builders and sellers, without
deductions for depreciation, but after deducting funds used to pay all
Operating Expenses, deferred fees, other expenses, debt payments, capital
improvements and replacements. The Partnership will make distributions of
Cash Available  for Distribution within 30 days after the end of each
calendar quarter. Cash Available for Distribution will be distributed 95%
to the Limited Partners and 5% to the General Partners, provided that the
payment to the General Partners will be reduced and paid to Limited
Partners unless and until the cumulative cash distributions to the Limited
Partners equal at least 8.5% of their Capital Investment on an annualized
basis (the "Subordination Rate"). The General Partners anticipate that the
Partnership will continue to make cash distributions to its Limited Partners
in 2000, though the amount of Cash Available for future Distributions will
depend in part on the performance of the Partnership's investments, and
there can be no assurance as to the amount, if any, that may be distributed.
The Partnership continued cash distributions in 2000 with an aggregate of
$557,650 to its Limited Partners. Distributions for 2000 were at a rate
that equaled 10% of their original capital investment.

After repayment of any General Partner Loan, Sale Proceeds will be
distributed as follows: (i) to the Limited Partners, an amount equal to
100% of their Capital Investment; (ii) then 100% to the Limited Partners
until they have received an amount equal to 10% per annum simple interest
cumulative on Capital Investment, less prior distributions of Cash Available
for Distribution; (iii) then an amount to the General Partners equal to 12%
of the Sale Proceeds remaining after return to all Partners of an amount
equal to 100% of their Capital Investment, but not more than an amount equal
to 15% of Sales Proceeds remaining after return to the Partners of their
Capital Investment and an amount to the Limited Partners (including prior
distributions of Net Interest on Partnership Subscriptions and Cash
Available for Distribution) equal to 6% simple interest per annum,
cumulative, commencing at the end of the calendar quarter in which each
Limited Partner's Original Capital Contribution is made; and (iv) all
remaining proceeds to the Limited Partners. The Partnership will continue
in existence until December 31, 2006, unless terminated earlier by
disposition of all of its assets or certain other events. Upon termination,
the Partnership will commence liquidating its properties as soon as
feasibly possible, depending upon, among other factors,
federal income tax consequences to its Limited Partners and approval of a
majority of limited partnership interests.


ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

"Management's Discussion and Analysis of Financial Condition and Results
of Operations"on pages 4 and 5 of the Partnership's annual report to
Partners for the year ended December 31, 2000 is incorporated herein by
reference.

ITEM 7.    FINANCIAL STATEMENTS

The financial statements included on pages 4 through 7 of the Partnership's
annual report to Partners for the year ended December 31, 2000 are
incorporated herein by reference.

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There were no disagreements with Kerber, Eck and Braeckel, LLP, on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure.



                                  PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

(a-b) Directors and Executive Officers

The Partnership has no directors or officers. The General Partners of the
Partnership are Mr. John Vishnevsky; National Development and Investment,
Inc. ("NDII"), a Wisconsin corporation of which Mr. Vishnevsky is the sole
stockholder; and EC Corp., a Wisconsin corporation of which Mr. Stephen P.
Kotecki is the sole stockholder. Both John Vishnevsky and NDII have been
general partners of the Partnership since its inception. EC Corp. became a
general partner on June 20, 1991. The address of each of the General
Partners is 1155 Quail Court, Pewaukee, Wisconsin, 53072-3703. The telephone
number of John Vishnevsky and NDII is (262)691-3122. The phone number for
EC Corp. is (262) 695-1400.

The General Partners manage and control the affairs of the Partnership and
have responsibility and ultimate authority in all matters affecting its
business. The names of the directors and executive officers of NDII and
EC Corp. are as follows:


                                                            Term Held
 Name                       Office                        Office (since)

NDII:
 John Vishnevsky        President, Director                 09/30/74
 Stephen P. Kotecki   Vice President, Secretary,Treasurer   04/12/91
                           and Director

EC Corp.:
 Stephen P. Kotecki  President, Treasurer, Director         10/30/92
 Thomas Rielly        Vice President, Secretary,Director    12/17/92

Officers of the corporations are elected annually by their respective
Boards of Directors. There is no arrangement or understanding between or
among any of said directors or officers and any other person pursuant to
which such individual was selected as a director or officer.

 (c) Identification of Certain Significant Persons

 The General Partners, in conjunction with their affiliates, believe that
 they have sufficient personnel to fully discharge their responsibilities
 to the Partnership. The Partnership employs various individuals to oversee
 the Partnership affairs and report to the General Partners, but the
 Partnership relies directly on the General Partners for the management and
 control of the Partnership's affairs. See Subsection (d), for a description
 of the business experience of officers, directors, and personnel of the
 General Partners and affiliates.

 There are three other organizations which are or were affiliated with the
 individual or corporate General Partners whose services are utilized by
 the Partnership: National Realty Management, Inc. ("NRMI"), which provides
 property and partnership management, real estate acquisition, and real
 estate brokerage through delegation of duties agreements with NDII;
 National Selected Securities Corp. (formerly NDII Securities Corp.), which
 acted as the managing dealer for the offering of Interests in the
 Partnership; and The John Vishnevsky Company ("JVCO"), which has provided
 consulting services in the areas of real estate investments, joint ventures,
 financing, systems, accounting, and internal controls.



                      RELATIONSHIP OF GENERAL PARTNERS
                             AND THEIR AFFILIATES


 The following diagram shows the relationship of the Partnership to
 various prior or current affiliates:

                       NATIONAL REAL ESTATE LIMITED
                    PARTNERSHIP INCOME PROPERTIES-II

 EC CORP                    JOHN            100%            NATIONAL
 Corporate              VISHNEVSKY                      DEVELOPMENT AND
 General Partner         Individual                      INVESTMENT, INC.
                       General Partner            Corporate General

         100%                        100%                      100%
  JOHN VISHNEVSKY             NATIONAL SELECTED           NATIONAL REALTY
      COMPANY                  SECURITIES CORP.           MANAGEMENT, INC.
  Financial and Real
  Estate Consulting and         Security Sales      Partnership and Property
     Services                                       Management Acquisition &
                                                           Brokerage

  (1) The outstanding stock of EC Corp. is held by Mr. Stephen P. Kotecki
  (100%).

  (2) Until February 6, 1998, the outstanding stock of NRMI was held by
  Mr. Edward Carow (51%), Ms. Anastasia Vishnevsky, Mr. John Vishnevsky's
  daughter, (25%), and Mr. Jeffrey Wussow (24%). Since February 6,1998,
  the outstanding stock is owned 100% by John Vishnevsky.

 (d) Business Experience

 The experience of the officers and directors of the corporate General
 Partners and of Mr. Vishnevsky includes the following:

John Vishnevsky (age 77), President and Director of NDII, and  100% owner
of NRMI, is a graduate of Marquette University. For over 40 years he has
been involved in real estate related activities such as land development,
residential, apartment, and commercial construction, property management,
and the structuring of limited partnerships. Mr. Vishnevsky has directed
companies that have developed or constructed projects with a current market
value of over $100 million. He, or corporate entities he controls, or both,
act as general partner for all NDII limited partnerships. These partnerships
have sold in excess of $160 million of limited partnership interests.
Mr. Vishnevsky is a licensed as a real estate broker. He has lectured
frequently and taught courses in real estate at the University of Wisconsin-
Milwaukee. He has appeared as a guest on television and radio programs
related to real estate investments. Mr. Vishnevsky is author of the following
books: The Art of Financial Independence, The Phantom Yield of Real Estate
Investment, The Great Real Estate Disaster... The Great Real Estate
Opportunity, Getting to Know You, Releasing Your Creativity, Principles,
and Don't Feed the Crocodiles.

Stephen P. Kotecki (age 50), Vice President, Treasurer and Director of NDII
and President, Treasurer, and Director of EC Corp., is a General Securities
Registered Representative,  multi-line licensed insurance agent and
entrepreneur. He is the sole stockholder of EC Corp. Mr. Kotecki holds a
Bachelor of Science Degree with a major in Political Science from the
University of Wisconsin-Whitewater, and a Master of Science Degree in Urban
Affairs from the University of Wisconsin-Milwaukee. Mr. Kotecki directed
research for the American Federation of State, County and Municipal
Employees' District Council in Milwaukee County for over four years. Mr.
Kotecki further has experience as a Regional Criminal Justice Planner and
as a Housing Evaluation Specialist. As a college instructor, Mr. Kotecki
lectured courses in Business and Industrial Relations, Marketing and
Investments for over three years.

Thomas P. Rielly (age 53), Vice President, Secretary, and Director of
EC Corp., is a licensed general securities principal and a financial and
operations  principal. Mr. Rielly has been an active participant in the
financial services industry for 25 years. His diverse financial services
experience includes professional assignments in the areas of venture
capital, business planning and venture formation, investment banking, asset
management  and securities placement. Mr. Rielly has been associated with
National Development and Investment, Inc., related companies, and
Mr. Vishnevsky for over 13 years.

Other personnel of Affiliates of the General Partners who were significantly
involved in the Partnership's affairs include the following:

Julie Benoit (age 43), is the Director of Finance for NRMI. She is
responsible for the development of property management policy and
administration of management activities. She also supervises NRMI accounting
services. In her 16 years of service at NRMI, Ms. Benoit has functioned as
Accounting Manager for NRMI and other affiliated corporations. She has also
served as administrator of NSSC, an affiliated securities corporation, and
has participated in the syndication of real estate and property liquidations.
Prior to joining NRMI, Ms. Benoit worked for six years as an accounting
supervisor for the various mortgage subsidiaries of Mortgage Guarantee
Insurance Company of Milwaukee. She was also an internal auditor for Time
Insurance Company. She is a CPA and a cum laude graduate of the University
of WisconsinBMilwaukee, with a Bachelor degree in accounting.

Joan Jenstead (age 66), Director of Property Operations, has been involved
in the management of over ten thousand apartment units in addition to
commercial and condominium management nationwide. She is a Certified Property
Manager and a licensed  Wisconsin real estate broker. Ms. Jenstead attended
the University of North Dakota, majoring in Business. In 1984, she was
responsible for the recognition of NRMI as an Accredited Management
Organization (AMO) by the Institute of Real Estate Management,
(IREM). In 1988, she served as President of the local chapter of the
Institute of Real Estate Management. She has served as a member of the
national faculty of IREM, a past faculty member of the Milwaukee Area
Technical College, and a past President of the Board of Directors for the
state of Wisconsin Technical College Trustee Association. In 1990, Ms.
Jenstead was recognized for her accomplishments in higher education in
"Profiles in  Success" published by the National Center for Higher
Education. In 1994 she was elected as director on the National Board of the
Association of Community College Trustees.  In 2000 The Wisconsin Trustee
Association recognized Ms. Jenstead's community college service with
a Lifetime Membership Award to the National Association.

John Vishnevsky is or was the Individual General Partner of National Real
Estate Limited Partnership-II(NRELP-II), National Real Estate Limited
Partnership-III (NRELP-III), National Real Estate Limited Partnership-IV
(NRELP-IV), National Real Estate Limited Partnership-V (NRELP-V), National
Real Estate Limited Partnership-VI (NRELP-VI), National Real Estate Limited
Partnership Income Properties (NRELP-IP) and the Partnership among others.
NDII is or was a corporate general partner of NRELP-IV, NRELP-V, NRELP-VI,
NRELP-IP, and the Partnership, among others. EC Corp. is or was a corporate
general partner of NRELP-VI, NRELP-IP and the Partnership, among others.
The Boards of Directors of the Partnership's Corporate General Partners,
NDII and EC Corp., may be deemed to be interlocking.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the best of management=s knowledge, there are no violations of this
requirement.

ITEM 10.   EXECUTIVE COMPENSATION

As stated above, the Partnership has no officers or directors. The officers
and directors of the Corporate General Partners receive no current or
proposed direct remuneration in such capacities, pursuant to any standard
arrangement or otherwise, from either the Corporate General Partners or from
the Partnership, with the exception of those directors which are not
employees of NDII, EC Corp. and affiliates, to whom an annual director's fee
of $50 per director is paid by NDII.

Pursuant to the terms of the Limited Partnership Agreement, net profits and
losses from operations and Cash Available for Distribution are allocated 95%
to the Limited Partners and 5% to the General Partners. For such 5%
interest, the General Partners contributed $1,000 to the Partnership. For
the fiscal period ended December 31, 2000, this interest resulted in net
taxable income to the Individual General Partner of approximately $4,147.
There were no cash distributions to the Individual General Partner
during 2000.

Upon a Partnership liquidation, the General Partners will be distributed an
amount equal to 12% of the remaining sale proceeds after return to the
Limited Partners of an amount equal to 100% of their Capital Investment, but
not more than an amount equal to 15% of sale proceeds remaining after return
to the partners of their Capital Investment and an amount to the Limited
Partners equal to 6% simple interest per annum. This distribution to the
General Partner is subordinated to cumulative noncompounded distribution
of Sale proceeds and Cash Available for Distribution to the Limited Partners
equal to 10% per annum on their Capital Investment. An affiliate may also
receive real estate commissions of up to 3% of the aggregate selling price
of the properties. Upon liquidation of the Partnership, all liquidation
proceeds will be distributed to the  Partners in proportion to their Net
Capital Accounts.

The Partnership is engaged in various transactions with affiliates of the
General Partners.

Property management fees are payable currently to the General Partners or
affiliates of the General Partners. Fees for property management and rental
services are being charged to expense over the period property management
services are being performed.

The General Partners are general partners for other limited partnerships
which have invested in real estate. The Partnership reimburses affiliates
of the General Partner for the actual cost of goods and materials used
by or for the Partnership in the course of performing the general functions
of the Partnership. These general functions include certain management,
accounting and other expenses. National Realty Management, Inc. provides
property management, accounting, and administrative services that are
charged to the Partnership. National Development and Investment, Inc.
provides partnership administrative services that are charged to the
Partnership.

The contracts between the Partnership and affiliates,including the February
28, 1992, purchase of the Amberwood Apartments (as described in the Business
section of the Partnership's annual report to investors), provide that the
compensation, price, or fee must be comparable and competitive with the
compensation, price, or fee which would be charged by an unaffiliated person
whose services could reasonably be made available to the Partnership. The
General Partners believe compensation to affiliates for services to the
Partnership was on terms no less favorable to the Partnership than would
have been available through arm's-length negotiations for similar services
from unrelated parties.

 ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

 (b) By virtue of its organization as a limited partnership, the Partnership
 has no officers or directors. The General Partners are responsible for
 management of the Partnership, subject to certain limited democracy rights
 of the Limited Partners described in the Limited Partnership Agreement.
 Persons or entities performing functions similar to those of officers and
 directors of the Partnership who beneficially own in aggregate the following
 Interests of the Partnership as of December 31, 2000.

                       Name of            Amount and Nature of     Percent of
 Title of Class      Beneficial Owner      Beneficial Ownership      Class

 Limited Partnership John Vishnevsky         8.69 Interests            0.04%
 Interests                                Sole Investment Power

(c) There is no arrangement known to the Partnership which may, at a
subsequent date, result in a change in control of the Partnership, however,
the Partnership has been named as a nominal defendant in certain litigation
which will likely limit the authority of the General Partners to sell
Partnership property (See Exhibit 13, Legal Proceedings).

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Neither the General Partners nor their affiliates were indebted to the
Partnership during the year ended December 31, 2000.

On February 28, 1992, the Partnership purchased twelve units of Amberwood
Apartments from National Real Estate Limited Partnership-VI ("NRELP-VI").
The General Partners of the Partnership were the same General Partners of
NRELP-VI and therefore the Partnerships were "affiliates" (as described in
the Prospectus). A detailed description of the purchase may be found in the
Business section of the annual report to Partners for the year ended
December 31, 1992 incorporated herein by reference.

There were no other transactions with management other than the
Partnership's transactions with the General Partners and affiliates as
described in this report at Items 9, 10, and 11.


 ITEM 13.   EXHIBITS, LIST, AND REPORTS ON FORM 8-K

(A) Exhibits
See attached exhibit list which is incorporated by reference.

(B) Reports on Form 8-K for the Quarter ended December 31, 1999
None

(C) Exhibits
3(a)  Limited Partnership Agreement. Incorporated by reference from
Prospectus previously filed with Registration Statement 33-6337 on Form
S-11 effective August 18, 1986.
3(b) Certificate of Limited Partnership. Incorporated by reference from
Exhibit 3B of the Registration Statement 33-6337 on Form S-11 effective
August 18, 1986.
4    Subscription Agreement Evidencing Ownership of a Partnership Interest.
Incorporated by reference from Registration Statement 33-6337 on Form S-11
effective August 18, 1986.
10(a)  Consulting Fee Agreement between the Partnership and NDII dated
August 18, 1986. Incorporated by reference from the 1986 10-K filed March
30, 1987.
10(b)  Acquisition Agreement between the Partnership and NDII dated
August 18, 1986. Incorporated by reference from the1986 10-K filed March
30, 1987.
10(c)  Organization Expense Agreement between the Partnership and NDII dated
August 18, 1986.Incorporated by reference from the 1986 10-K filed March
30, 1987.
10(d)  Contracts for Acquisition of Assets-
(1)    With respect to Cave Creek  Mini-Warehouse,Phoenix, Arizona(Phase I):
Incorporated by reference from Exhibit 2-1 to current report on Form 8-K
dated March 1, 1987.
(2)   With respect to Cave Creek Mini-Warehouses, Phoenix, Arizona(Phase II):
Incorporated by reference from Exhibit 2-1 to current report on Form 8-K
dated April 30, 1987.
(3)   With respect to Amberwood Apartments, Holland, Michigan (36 units):
Incorporated by reference from Exhibit 2-1 to current reports on Form 8-K
dated June 17, 1988, and August 8, 1988.
(4)   With respect to Amberwood Apartments, Holland, Michigan (8 units):
Incorporated by reference from Exhibit 2-1 to current reports on Form 8-K
dated September 16, 1988.
(5)   With respect to Amberwood Apartments, Holland, Michigan (12 units):
Incorporated by reference from Exhibit 2-1 to current report on Form 8-K
dated February 28, 1992.
10(e) Escrow Agreement dated August 18, 1986. Incorporated by reference from
Exhibit 10 to Registration Statement 33-6337 effective August 18, 1986.
10(f) Management Consulting Delegation of Duties Agreement between the
General Partners and NRMI dated May 28, 1991. Incorporated by reference from
the 1991 10-K filed March 27, 1992.
10(g) Co-General Partner Agreement dated June 20, 1991,incorporated by
reference from Exhibit 5-1 to current report on Form 8-K dated July 26, 1991.
10(h) Property Management Agreement between the Partnership and NRMI dated
November 1, 1995.Incorporated by reference herein. (See 12-31-98 Form 10K SB)
10(i) Sublease Agreement between the Partnership and NRMI dated February
1, 1998. Incorporated by reference herein. (See 12-31-98 Form 10K SB)
*13   National Real Estate Limited Partnership Income Properties-II 2000
Annual Report to Partners is included as an exhibit hereto for those portions
of such annual report specifically incorporated by reference elsewhereherein.
*27        Financial Data Schedule

(D)  Financial Statement Schedule
     None

     * Filed with this report.



                                   SIGNATURES

  In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
  caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

         NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES-II
                                  (Registrant)

  Dated: March 30, 2001                 By:         /S/ John Vishnevsky
                                                      John Vishnevsky
                                        President and Chief Operating and
                                                      Executive Officer
                                National Development and Investment, Inc.
                                                Corporate General Partner

 Dated: March 30, 2001                  By:         /S/ John Vishnevsky
                                                      John Vishnevsky
                                  Chief Financial and Accounting Officer
                                National Development and Investment, Inc.
                                                Corporate General Partner


In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities*
and on the dates indicated:

/S/John Vishnevsky                President and Director March 30, 2001
John Vishnevsky                   National Development and    (dated)
                                  Investment, Inc.


/S/ Stephen P. Kotecki            Vice President, Secretary,  March 30, 2001
Stephen P. Kotecki                Treasurer and Director          (dated)
                                  National Development and
                                  Investment, Inc.

/S/ Stephen P. Kotecki            President,Treasurer and     March 30, 2001
Stephen P. Kotecki                Director                       (dated)
                                  EC Corp.



/S/ Thomas Rielly                 Vice President, Secretary   March 30, 2001
Thomas Rielly                     and Director                    (dated)
                                  EC Corp.


* The indicated positions are held in the Corporate General Partners of
the Registrant.



                                EXHIBIT 13

        NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES-II

   BUSINESS

   The Registrant, National Real Estate Limited Partnership Income
   Properties-II (the APartnership@), is a limited partnership organized
   under the Wisconsin Uniform Limited Partnership Act pursuant to a
   Certificate and an Agreement of Limited Partnership, each dated May
   28, 1986. As of December 31, 2000, the Partnership consisted  of an
   Individual General Partner, two Corporate General Partners and 641
   Limited Partners owning 20,653.69 limited partnership interests
   (the "Interests") acquired at a public offering price of $250 per
   Interest ($5,163,423 net). On February 2, 1987, the Partnership satisfied
   its escrow requirements and admitted Limited Partners to the Partnership
   except for New York investors who were admitted as of April 30, 1987,
   due to special escrow requirements for those investors. The Interests were
   sold commencing August 18, 1986, and ending August 31, 1988, pursuant to
   a Registration Statement on Form S-11 under the Securities Act of 1933
   Registration #33-6337) as amended. The Individual General Partner is John
   Vishnevsky and the Corporate General Partners are National Development
   and Investment, Inc. (ANDII@), a Wisconsin corporation and EC Corp., a
   Wisconsin corporation. All management decisions are the responsibility
   of the General Partners.

   The Partnership was organized to engage in the business of investing in,
   operating, owning, leasing, and improving interests in real estate,
   including developed as well as undeveloped properties, particularly
   apartment complexes. The Partnership's principal investment objectives
   are to invest in real estate properties which will:

   1)         preserve and protect the Limited Partners' capital investment;

   2)         provide quarterly distributions of Cash Available for
              Distribution;
   3)         provide capital appreciation through increases in the value of
              the Partnership's real estate assets; and

   4)         acquire, own, and operate its investment properties with no
              use of borrowed funds.

  The Partnership will continue in existence until December 31, 2006, unless
  terminated earlier by disposition of all of its assets or certain other
  events. Upon termination, the Partnership will commence liquidating its
  properties as soon as feasibly possible, depending upon, among other
  factors, whether the Partnership's investment objectives are met including,
  potential capital appreciation, cash flow, and federal income tax
  consequences to its Limited Partners.

  On March 1, 1987, the Partnership acquired its first investment property,
  a parcel of land containing three of the five buildings of Cave Creek
  Mini-Warehouse, a self storage mini-warehouse rental complex located in
  Phoenix, Arizona. The Partnership acquired an additional parcel of Cave
  Creek on April 30, 1987, that consisted of part of a two-story building.
  On June 17, 1988, the Partnership purchased a portion of Amberwood
  Apartments containing 36 apartment units located near Holland, Michigan.
  The Partnership acquired an additional portion of Amberwood Apartments on
  September 16, 1988, that consisted of eight apartment units by exercising
  its option to purchase those units. On February 28, 1992 the Partnership
  acquired the remaining twelve units of Amberwood Apartments. The
  properties are more fully described in this report in Properties.

  The real estate investment business is highly competitive. The
  Partnership's properties are in competition for tenants with numerous other
  alternative sources for storage or housing, including properties owned by
  the General Partners and their affiliates. The Partnership does not have
  any plans to acquire additional properties.

  The Partnership is not dependent upon a single tenant for its operating
  success. The Partnership does not foresee any events or market trends which
  would have a materially adverse affect upon the Partnership's revenues,
  except for increased competition for tenants, which is discussed more
  fully at Results of Operations.

  During 2000, the Partnership employed one full-time and three part-time
  on-site personnel in the following capacities: 2 managers, 1 rental agent,
  1 cleaning and maintenance person. In addition, due to the centralized
  nature of the Partnership's accounting and management systems, another
  17 employees provided various accounting and management services to this
  and other partnerships. All on-site and partnership employees are
  supervised by NRMI under its Management Consulting Delegation of Duties
  and Property Management Agreements with the Partnership.

  The Partnership is engaged solely in the business of investing in and
  managing real estate. Its business is believed by management to fall
  entirely within a single industry segment. The business of the Partnership
  is not seasonal, although the Partnership's properties may experience
  cyclical fluctuations in occupancy levels in the rental markets where they
  are located.

  The General Partners are general partners for other limited partnerships
  that have invested in real estate which may be competitive with the
  Partnership. There may be conflicts of interest between the Partnership
  and the General Partners at such time as the Partnership attempts to sell
  its properties or may compete for tenants with the Partnership's
  investments. If properties are being sold, the General Partners will
  attempt to give equal exposure to competing properties and will sell solely
  on the basis of purchaser preference. The General Partners will establish
  asking prices based upon market conditions. The General Partners will
  follow a policy of renting first on the basis of the tenants' preference
  and then on the basis of greatest vacancy. In the hiring of resident
  building managers, the General Partners will follow a policy of filling
  the oldest vacancy first.

  The Partnership, by virtue of the ownership in real estate, is subject to
  federal and state laws and regulations covering various environmental
  issues. The General Partners are not aware of any potential liability
  related to environmental issues or conditions that would be material to
  the Partnership.

  PROPERTIES

  The properties in which the Partnership has invested are owned in fee
  simple, described more fully at Notes to Financial Statements (Note A).
  Upon the 1992 purchase of twelve units of Amberwood Apartments the
  property is owned in fee simple, subject to the mortgage. The principal
  factors which the General Partners believe affect rental rates and
  occupancy levels include location, ease of access, amenities, and the
  quality of property management. The Partnership's investment properties
  are described below:

  CAVE CREEK

  Cave Creek Lock-It Lockers Mini-Warehouse (the "Complex") is located on
  approximately 1.7 acres at 1201 East Cinnabar Avenue, Phoenix, Arizona.
  The 728 unit Complex  consists of three individual one-story and two
  individual two-story buildings of which construction was completed in
  July 1985. When the Partnership purchased Phase II on March 1, 1987, it
  acquired single-story and two-story buildings located on approximately
  one acre of land. The Partnership acquired Phase III on April 30, 1987,
  and it consisted of part of a two-story building. A fee simple title has
  been acquired for both Phase II and III. In addition to the five
  warehouse buildings, there is an on-site office/apartment located at the
  north end of one of the buildings. Security in the Complex is provided by
  a resident manager and a fenced perimeter with double-gate access to the
  property. The Partnership has an interest in the remaining portion of the
  Complex for access and use of the business office facilities. National Real
  Estate Limited Partnership Income Properties, another partnership of which
  the General Partners are general partners, owns the other portion.

  Cave Creek Lock-It Lockers has an aggregate of 46,283 net rentable square
  feet. Units may be subdivided as the market demands;therefore, the total
  unit count fluctuates.

  The Partnership acquired approximately 27,255 net rentable square feet in
  the three buildings it purchased in Phase II and approximately 11,424 net
  rentable square feet in Phase III. Phase II and III represent approximately
  82% of the total net rentable square feet of the Complex.


  AMBERWOOD APARTMENTS

  On June 17, 1988, the Partnership purchased Amberwood Apartments, together
  with John Vishnevsky, individually, and National Real Estate Limited
  Partnership-VI ("NRELP-VI"), a Wisconsin limited partnership affiliated
  with the General Partners, from a corporation not related to the
  Partnership.The Partnership's portion as tenants-in-common originally
  encompassed 36 apartment units that were converted into condominium units.

  On September 16, 1988, the Partnership purchased from John Vishnevsky,
  individually, his portion of Amberwood Apartments, encompassing eight
  apartment units which during the period of ownership by Mr. Vishnevsky had
  been converted to two condominium units of four individual apartments each.

  The Partnership purchased from NRELP-VI its portion of Amberwood
  Apartments, encompassing twelve apartment units on  February 28, 1992.
  During NRELP-VI's ownership of the units, they were converted into
  condominium units.

  Amberwood is located on 5.753 acres at 39-152nd Avenue, Holland, Michigan.
  Construction was completed in early 1988. The complex consists of seven
  two-story buildings containing 56 apartment units with attached garages.
  Each unit features a private garage, utility room with washer/dryer
  hookups, woodburning fireplace, central heating and air conditioning,
  range, refrigerator, garbage disposal, dishwasher, microwave oven, walk-in
  closets, and a wood deck. Gas and electric utilities are paid by the
  tenants.

  The apartment mix and asking rents of Amberwood as of December 2000 are
  as follows:

                                            SQUARE           ASKING
  DISCRIPTION OF UNIT    NUMBER OF UNITS      FEET        RENT PER MONTH

  2 Bdrm/1 Bath          14                 915               $650
  2 Bdrm/1 Bath          14                 912                650
  2 Bdrm/2 Bath          14                 1,080              725
  2 Bdrm/2 Bath          14                 1,231              775

  Amberwood is in Park Township on the north side of the City of Holland,
  Michigan. The shores of Lake Michigan and Lake Macatawa are only minutes
  away. The Project is five minutes from the north side retail area and
  ten minutes from the Holland business district. The Phoenix and Holland
  real estate markets are competitive. For a further discussion of
  occupancy rates, see Management's Discussion and Analysis of Financial
  Condition and Results of Operations contained in this report. Additional
  real estate projects may be built in these areas, which may compete
  directly with the Partnership's properties.

  The General Partners feel that the Partnership is adequately covered by
  insurance on the properties.

  LEGAL PROCEEDINGS

  On May 25, 1999, the general partners, the property management company
  (NRMI), and other entities and individuals were named as defendants in a
  lawsuit (the "Vishnevsky Defendants").  The Partnership (along with other
  partnerships, collectively the "Partnerships") was not included in the
  original lawsuit but was later added to the action as a nominal defendant.
  The plaintiffs sought to have this action certified as a class action
  lawsuit.  In the complaint, the plaintiffs alleged wrongdoing against the
  Vishnevsky Defendants in connection with two basic areas.  First,
  allegations involving various vote solicitations alleged by the plaintiffs
  to be an effort to perpetuate the Partnerships and avoid liquidation.
  Second, allegations involving the taking and use of Partnership funds and
  property, including excessive fees and unauthorized expenses.  On March 14,
  2000, the parties to the litigation with the exception of the defendant
  Wolf & Company entered into a Stipulation of Settlement.

  Based upon the Stipulation, on April 27,2000, the Circuit Court of Waukesha
  County held a hearing which certified the case as a class action and
  approved terms of a settlement.  The more significant terms of the
  Stipulation of Settlement are as follows:

  An independent marketing agent (the "Partnerships' Representative") was
  appointed to market and sell the Partnership investment property (the
  "Property").  However, no offer to purchase the Property will be accepted
  without first obtaining approval from a majority interest of the limited
  partners.  Final distributions of the net proceeds received from a sale of
  the Property will be made in accordance with the terms of the Partnership's
  limited partnership agreement and prospectus, and upon providing 20-day
  notice to the  plaintiff's attorney.  Net proceeds will first be applied
  to pay plaintiffs'counsel's legal fees, expenses and costs, with interest
  thereon.  The Partnerships'Representative is presently preparing an
  Offering Memorandum for marketing the Property.

  Interim distributions to limited partners will continue to be made in
  accordance with the limited partnership agreement. However, upon final
  approval of the Settlement, distributions were increased to the extent
  that sufficient reserves were established to support normal partnership
  operations and the wind-up of Partnership affairs upon the sale of the
  Property. Any such additional distributions were made within 30 days of
  the final approval of the Settlement.

  NRMI and the general partners shall continue to provide management and
  consulting services to the Partnership on the same terms and conditions
  currently provided under existing contracts until the Property is sold and
  assets liquidated and the Partnership entity dissolved.  NRMI will also
  be the listing broker for the sale of the Property.

  The plaintiffs' claims made against NRMI, the general partners, and other
  related parties for excessive charging of expenses to the Partnerships,
  including the Partnership, will be settled through binding arbitration.
  Any such expenses disallowed through arbitration shall be reimbursed to the
  Partnerships.

  At the April 27, 2000 hearing, the lawsuit was certified as a non-opt out
  class action,in which all limited partners of the Partnership other than
  the Vishnevsky Defendants are required to be included in the settlement of
  this litigation. Furthermore, the Court ruled that plaintiffs' counsel's
  attorneys fees would be equal to one-third of the difference between the
  secondary market value of the Partnership interests and the total funds
  available for distribution to the limited partners after payment of all
  Partnership obligations.  The Court allowed the Vishnevsky Defendants
  sixty days thereafter to present their evidence regarding secondary market
  value.

  On June 20, 2000, the Court entered a judgment based upon its April 27th
  decision. Thereafter, on July 21, 2000, the Court held a hearing on the
  plaintiffs' Motion for Enforcement of the Court Approved Settlement and
  in Support of Sanctions.  The outcome of the hearing was that the Court
  granted sanctions totaling $437,000.00 against the Vishnevsky Defendants
  and their counsel for delaying the appointment of the Partnerships'
  Representative and the arbitrators.  The Court took under advisement the
  remaining open issue regarding the secondary market value for computing
  the plaintiffs' counsel's attorneys fees until the arbitration proceedings
  are completed and the Partnerships' properties are sold.  A Motion for
  Reconsideration of the sanctions was filed with the Court and was denied
  on September 25, 2000.  The Vishnevsky Defendants filed a motion with the
  Court to stay payment of the sanctions pending appeal.  That motion was
  also denied.

  On August 2, 2000, the Vishnevsky Defendants filed an appeal from that
  portion of thejudgment determining the method for computing the
  plaintiffs' counsel's attorneys fees.  On October 10, 2000 the Vishnevsky
  Defendants and their counsel filed a second appeal from the order granting
  the sanctions.  A motion to consolidate the two appeals has been granted.
  The appellate court has temporarily stayed payment of the sanctions pending
  receipt of briefs on the issue.  The arbitration panel has not been fully
  selected but discovery is proceeding.  Based on the events to date, it is
  not possible to determine the final outcome of the litigation, or the
  amount of any potential monetary impact to the Partnership. Therefore, no
  provision for any such financial impact arising from the lawsuit has been
  made in these financial statements.

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

  Information contained in this Annual Report on Form 10-KSB contains
  'forward-looking statements' within the meaning of the Private Securities
  Litigation Reform Act of1995, which can be identified by the use of
  forward-looking terminology such as 'may','will', 'expect', 'anticipate',
  'estimate', or 'continue' or the negative thereof or other variations
  thereon or comparable terminology. There are a number of important
  factors with respect to such forward-looking statements, including certain
  risks and uncertainties, that could cause actual results to differ
  materially from those contemplated in such forward-looking statements. Such
  factors, which could adversely affect the Partnership's ability to obtain
  these results, include, among other things, (i) the volume of transactions
  and prices for real estate in the real estate markets generally, (ii) a
  general or regional economic downturn which could create a recession in
  the real estate markets, (iii) the Partnership's debt level and its ability
  to make interest and principal payments, (iv) an increase in expenses
  related to new initiatives, investments in people and technology, and
  service improvements, (v) the success of the new initiatives and
  investments, and (vi) other factors described elsewhere in this Annual
  Report.

  LIQUIDITY AND CAPITAL RESOURCES

  On February 2, 1987, the Partnership attained subscriptions from investors
  in excess of the minimum offering amounts. All proceeds received in trust
  and deposited with First Wisconsin Trust Company in Milwaukee, Wisconsin,
  became available for Partnership purposes (except for subscriptions from
  New York investors, which became available on April 30, 1987). The
  Partnership sold Interests in the aggregate amount of $5,163,423. Such
  proceeds were used to pay offering costs to purchase the properties
  described in this report in Properties, to pay costs related to
  purchasing such properties, and to meet capital requirements for
  operations.

  During 2000, the Partnership made cash distributions to its limited
  partners totaling $557,650. Distributions from 2000 were at a rate that
  equaled 10% on investors' original capital investment. The Partnership's
  ability to maintain and/or increase distributions during 2001 is
  dependent upon the results of operations; therefore, no assurance as to
  the distribution amount, if any, can be made.

  The Partnership has a mortgage note payable with LaSalle Bank FSB. At
  December 31, 2000, the mortgage payable was $525,294. This loan bears
  interest at a variable rate of interest (based on five year treasury
  securities) plus 2.25% adjusted to 2.35% on May 1, 2002 (8.4% at
  December 31, 2000). Monthly payments of principal and interest are paid
  based on a twenty-five year amortization schedule, which also adjusts on
  May 1, 2002. All unpaid principal and interest is due on April 1, 2007.
  The mortgage loan payable is collaterized by the Amberwood Apartments.
  Interest paid was $45,761 and $45,601 in 2000 and 1999, respectively.

  RESULTS OF OPERATIONS

  During 2000, the Partnership operated two investment properties: Cave
  Creek Lock-It-Lockers and Amberwood Apartments.

  Cave Creek Lock-It Lockers' asking rents remained the same as 1999, and
  as of December 31, 2000 ranged from $10 to $165, based on unit size.
  Average annual occupancy was 89.59% and 89.47% in 2000 and 1999
  respectively. Marketing efforts are directed primarily through the use of
  Yellow Pages advertising, which is the main source of traffic. Management
  uses resident referral coupons for all current tenants, offering a
  discount if they send us new clients. The managers are marketing the
  lockers to neighboring businesses and apartment communities, using
  neighborhood business coupon flyers. The General Partners believe
  marketing efforts and excellent customer service will continue to help
  occupancy remain strong.

  Amberwood's, average occupancy during the fourth quarter of 2000 was 99%
  as compared to 97% for the same period in 1999. Year to date occupancy
  for 2000 was 98% as compared to 97% for the same period in 1999.

 Amberwood advertises in the Holland Sentinel, Select Living
 (apartment guide), and the Yellow Pages, both Ameritech and TDI. Periodic
 mailings are made to area real estate agents and brokers, and the leasing
 consultants keep in close contact with the Human Resource Departments of
 area businesses and industry. Lease expiration dates have been staggered to
 avoid leases expiring during slower periods. There is a strong emphasis on
 customer service because in a small community such as Holland word travels
 fast when you have a nice, well maintained community and satisfiedresidents.
 Current residents and real estate brokers can receive a $50 rent credit or
 referral fee for new rentals. All new residents receive a welcome gift
 basket and a personalized card from the staff at Amberwood upon move in.
 The area economy is stabilizing with some companies adding staff while some
 are laying off or implementing hiring freezes. Extra effort has been given
 to having the property in A+ condition because of all the new competition.

 Partnership net income decreased $19,484, or 20%, from $102,427 in 1999 to
 $82,943 in 2000. The decrease in net income was due to an increase in
 operating revenues of $13,008 netted with an increase in operating expenses
 of $25,261, and an increase in other expenses of $7,231.

 Operating revenues increased $13,008, or 1%, from $751,009 in 1999 to
 $764,017 in 2000. The  increase was due to decreased vacancies at the Cave
 Creek Lock-It Lockers, where vacancies decreased from 6.5% in 1999 to
 5.4% in 2000.

 Operating expenses increased $25,261 or 3.2%, from $631,307 in 1999 to
 $656,568 in 2000, due to an increase in administrative expenses.

 Interest income decreased $7,071 due to increased distributions in 2000.

 INFLATION

 The General Partners believe the Partnership's ability to increase rental
 rates would offset any adverse effects inflation might have on the
 Partnership's cost of operations. Inflation may also tend to cause capital
 appreciation of the Partnership's properties over a period of time as rental
 rates and replacement costs of properties continue to increase. However,
 the effects of inflation on real estate may be influenced by general or
 local economic conditions. Future results are subject to uncertainty and the
 ability of the Partnership to achieve certain results is largely beyond the
 control of the General Partners and their affiliates.



















                          Independent Auditors' Report


 The Partners
 National Real Estate Limited Partnership
 Income Properties II


      We have audited the accompanying balance sheet of National Real Estate
 Limited Partnership Income Properties II (a Wisconsin limited partnership)
 as of December 31, 2000, and the related statements of income, partners'
 capital and cash flows for the years ended December 31,2000 and 1999.
 These financial statements are the responsibility of the Partnership's
 management.  Our responsibility is to express an opinion on these financial
 tatements based on our audits.

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

      In our opinion, the financial statements referred to above present
 fairly, in all material respects, the financial position of the Partnership
 as of December 31, 2000, and the results of its operations and its cash
 flows for the years ended December 31, 2000 and 1999, in conformity with
 generally accepted accounting principles.

      As discussed in Note B of the financial statements, the Partnership
 entered into a litigation settlement agreement on March 14, 2000, approved
 by court action on April 27, 2000, which requires the liquidation of the
 Partnership's investment property and dissolution of the Partnership entity.
 Therefore, the operations and existence of the Partnership will continue as
 a going concern only until such time as the investment property is
 liquidated and the Partnership entity dissolved pursuant to the settlement
 agreement.  This agreement provides for binding arbitration, which has
 not yet taken place, to resolve claims of excessive expenses charged to the
 Partnership and improper taking and use of Partnership assets.  The
 agreement also stipulates that legal fees incurred in connection with the
 arbitration process may not be advanced or paid by the Partnership. As a
 result, legal fees paid by the Partnership since the date of the settlement
 agreement are another matter to be resolved in binding arbitration.  The
 financial impact of the eventual Partnership liquidation and results of the
 binding  arbitration on the Partnership's financial statements is not
 determinable.  In addition, the litigation that resulted in the settlement
 agreement may have caused the Partnership to be in default of its mortgage
 Loan security agreement.  These financial statements do not include any
 adjustments that might result from the outcome of these uncertainties.

      Our audits were conducted for the purpose of forming an opinion on the
 basic financial statements taken as a whole.  The attached balance sheets
 of the corporate general partners, National Development and Investments,
 Inc., as of March 31, 2000, and EC Corp., as of December 31, 2000, are
 presented for purposes of additional analysis and are not a required part
 of the basic financial statements, but are supplementary information
 required by Regulation S-B of the Securities and Exchange Commission.
 Such information has been subjected to the auditing procedures applied in
 the audits of the basic financial statements and, in our opinion, is fairly
 stated in all material respects in relation to the basic financial
 statements taken as a whole.

      The accompanying statement of financial condition as of December 31,
  2000, of John Vishnevsky, general partner, is also supplementary
  information required by Regulation S-B and was not audited by us and,
  accordingly, we do not express an opinion on it.




                                    KERBER, ECK & BRAECKEL LLP





        Springfield, Illinois
        February 9, 2001






                   National Real Estate Limited Partnership
                           Income Properties II

                               BALANCE SHEET

                             December 31, 2000

                                 ASSETS


 Cash and cash equivalents                                 $     238,748
 Escrow deposits and other assets                                 63,801
 Investment properties, at cost
       Buildings and improvements       $     4,154,507
       Less accumulated depreciation          1,804,893

                                              2,349,614
       Land                                     516,590        2,866,204

 Debt issue costs, net of accumulated amortization
 of $ 20,790                                                      11,790


                                                            $  3,180,543


                      LIABILITIES AND PARTNERS' CAPITAL

 Liabilities
      Tenant security deposits                                    $  27,189
      Accrued real estate tax                                        29,015
      Accrued expenses and other liabilities                         30,429
      Deferred rent                                                  18,401
      Mortgage note payable                                         525,294

                                                                    630,328

 Partners' capital
     General partners                         $       53,070
     Limited partners (authorized - 40,000
     interests; issued - 20,653.69 interests)      2,497,145      2,550,215

                                                               $  3,180,543

  The accompanying notes are an integral part of this statement.




                    National Real Estate Limited Partnership

                            Income Properties II

                           STATEMENTS OF INCOME

                          Year ended December 31



                                              2000                     1999
  Operating revenues
       Rentals                           $   733,594              $   720,873
       Other                                  30,423                   30,136

              Total operating revenues       764,017                  751,009

   Operating expenses
       Operating                             190,274                  189,103
       Administrative                        167,750                  125,544
       Building maintenance                   48,933                   75,864
       Depreciation                          134,442                  134,442
       Amortization                           11,791                    3,274
       Property taxes                         92,372                   91,050
       Advertising                            11,006                   12,030

              Total operating expenses       656,568                  631,307

              Income from operations         107,449                  119,702

    Other income (expenses)
       Interest expense                     (45,761)                 (45,601)
       Interest income                       21,255                    28,326

              Total other income (expenses) (24,506)                 (17,275)

              Net income                $    82,943               $   102,427

    Net income attributable to general
    partners(5%)                        $     4,147               $     5,121
    Net income attributable to limited
    partners 95%)                            78,796                    97,306

                                        $    82,943               $   102,427

    Net income per limited
    partnership interest                $      3.82               $      4.71


    The accompanying notes are an integral part of these statements.



                      National Real Estate Limited Partnership
                              Income Properties II

                          STATEMENTS OF PARTNERS' CAPITAL

                      Years ended December 31, 2000 and 1999



                               General        Limited
                               Partners       Partners            Total

 Balances at January 1, 1999  $  43,802      $ 3,085,230       $ 3,129,032

      Distributions to partners       -         (206,537)         (206,537)
      Net income for the year     5,121           97,306           102,427

 Balances at December 31, 1999   48,923         2,975,999        3,024,922

      Distrubutions to partners                  (557,650)        (557,650)
      Net income for the year     4,147            78,796           82,943

 Balances at December 31, 2000$  53,070       $ 2,497,145     $  2,550,215


 The accompanying notes are an integral part of these statements.


                   National Real Estate Limited Partnership
                           Income Properties II

                         STATEMENTS OF CASH FLOWS

                         Year ended December 31


                                                         2000         1999

 Cash flows from operating activities
   Net Income                                        $   82,942  $   102,427
   Adjustments to reconcile net income to net cash
    provided by operating activities
     Depreciation                                      134,442       134,442
     Amortization                                       11,791         3,274
     Change in assets and liabilities
       Escrow deposits and other assets                (47,586)        4,578
       Tenant security deposits                           (802)        1,031
       Accrued real estate taxes                          (914)        1,631
       Accrued expenses and other liabilities           21,701         8,447
       Deferred rent                                     2,483        (3,748)

         Net cash provided by operationg activities    204,058       252,082

 Cash flows from financing activities
   Payments on mortgage note                           (6,940)        (7,100)
   Distributions to partners                         (557,650)      (206,537)

         Net cash used in financing activities       (564,590)      (213,637)

         Net increase (decrease) in cash and
           cash equivalents                          (360,532)        38,445

 Cash and cash equivalents at beginning of year       599,280        560,835

 Cash and cash equivalents at end of year         $   238,748     $  599,280


 Cash paid for interest                           $    45,761    $    45,601


 The accompanying notes are an integral part of these statements





                 National Real Estate Limited Partnership
                         Income Properties II

                     NOTES TO FINANCIAL STATEMENTS

                         December 31, 2000


 NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   A summary of the significant accounting policies applied in the
   preparation of the accompanying financial statements follows:

   1.   Organization
   National Real Estate Limited Partnership Income Properties II (the
   Partnership) was organized as a limited partnership under the laws of the
   State of Wisconsin pursuant to a Certificate and an Agreement of Limited
   Partnership (the Agreement) dated May 28, 1986, for the purpose of
   investing primarily in commercial and residential real property and began
   operations in February 1987. The Partnership is to be dissolved on or
   before December 31, 2006.

   The Partnership consists of three general partners, National Development
   and Investment, Inc., John Vishnevsky, and EC Corp., and 641 limited
   partners at December 31, 2000. Mr. Vishnevsky is the president and sole
   stockholder of National Development and Investment, Inc.

   2.   Cash and Cash Equivalents

   The Partnership considers all short-term investments which have original
   maturities of three months or less when purchased to be cash equivalents.

   3.   Investment Properties

   Ivvestment properties are stated at cost less accumulated depreciation
   and amortization.  Major additions and improvements are capitalized,
   while items which do not extend the useful lives of the assets are
   expensed currently.

   Depreciation and amortization are provided for in amounts sufficient to
   relate the cost of depreciable assets to operations over their estimated
   service lives, principally on the straight-line method.  The estimated
   useful lives used in determining depreciation are:

           Building                            27.5-40 years
           Improvements                        7-15 years
           Equipment                           5 years

   The Partnership evaluates the investment property periodically for
   indication of impairment including recurring operating losses and other
   significant adverse changes in the business climate that affect the
   recovery of the recorded asset value.  If investment property is
   considered impaired, a loss is provided to reduce the net carrying value
   of the asset to its estimated fair value. Management is not aware of any
   indicator that would result in any significant impairment loss for the
   year ended December 31, 2000.



                    National Real Estate Limited Partnership
                             Income Properties II

                   NOTES TO FINANCIAL STATEMENTS   CONTINUED

                             December 31, 2000

 NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued
   4.   Deferred Financing Costs

   Deferred financing costs have been amortized using the straight-line
   method over the term of the agreement.  Due to the impending sale of the
   investment properties, the remaining balance is being amortized 50%
   in 2000 and 50% in 2001.

   5.   Allocations and Distributions

   Pursuant to the Agreement, net income and loss from operations (exclusive
   of those from the sale or disposition of Partnership properties) are to
   be allocated 95% to the limited partners and 5% to the general partners.
   Any gains from the sale or disposition of Partnership properties are to
   be allocated first to the limited partners to eliminate any deficit in
   their net capital accounts; then to the general partners to eliminate any
   deficit in their net capital accounts; then to the limited partners in an
   amount equal to their initial capital investment plus any amount remaining
   to be paid under their cumulative preference; then to the general partners
   in an amount equal to the proceeds of such sale distributed to them; and
   all remaining amounts are to be allocated to the limited partners provided
   that at least 1% of the gain from sale or disposition is to be allocated
   to the general partners.  Losses from the sale or other disposition of
   Partnership properties are to be allocated 88% to the limited partners
   and 12% to the general partners.

   Cash available for distribution, as defined in the Agreement, is
   distributed 95% to the limited partners and 5% to the general partners,
   except that the general partners' right to participate in such
   distributions is subordinated to cumulative payments to the limited
   partners of at least 8.5% of their capital investment on an annualized
   basis.

   The stipulation of settlement agreement discussed in Note B required that
   the Partnership distribute any excess cash reserves within 30 days of the
   final approval of the settlement.  The settlement was approved by the
   court on April 27, 2000.  The amount of the cash distribution made by
   Partnership in March 2000 was determined by management to be the
   Partnership's excess cash reserves at that time for the purposes of
   complying with this anticipated provision of the settlement agreement.
   During the years 2000 and 1999, cash distributions were made to the
   partners totaling $ 557,650 and $ 206,537, respectively.

   After the repayment of any general partner loans and subject to the future
   interest proceeds agreement with an affiliated partnership (see Note E3),
   proceeds of sale or disposition of Partnership properties are to be
   distributed as follows: (1) 100% to all partners until they have received
   an amount equal to their capital investment (first to the limited partners
   and then to the general partners); (2) then 100% to the limited partners
   until they have received an amount

 NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued

   5.  Allocations and Distributions   Continued

   equal to their cumulative preference of 10% simple interest per annum;
   (3) then an amount to the general partners equal to 12% of such proceeds
   remaining after return to all partners of an amount equal to 100% of
   their capital investment, but not more than an amount equal to 15% of
   such proceeds remaining after return to all partners of their capital
   investment and an amount to the limited partners (including prior
   distributions of cash available for distribution) equal to 6% simple
   interest per annum, cumulative; and (4) all remaining amounts to the
   limited partners.

   6.  Net Income Per Limited Partnership Interest

   Net income per limited Partnership interest is based on 95% of net income
   as allocated to the limited partners divided by the weighted average
   number of interests outstanding during the year.

   7.  Advertising

   Advertising costs are expensed as incurred.

   8.  Fees to Affiliates

   Property management fees are payable currently to the general partners or
   affiliates of the general partners.  Fees for property management and
   rental services are being charged to expense over the period property
   management services are being performed.  See Note E for property
   management fee rates payable to affiliated parties.

   9.  Use of Estimates

   The preparation of financial statements in conformity with generally
   accepted accounting principles requires management to make estimates and
   assumptions that affect certain reported amounts and disclosures.
   Accordingly, actual results could differ from those estimates.


 NOTE B-UNCERTAINTIES PENDING OUTCOME OF ARBITRATION

   On May 25, 1999, the general partners, the property management company
   (NRMI), and other entities and individuals were named as defendants in a
   lawsuit (the "Vishnevsky Defendants"). National Real Estate  Limited
   Partnership  Income Properties II was not named in the original

 NOTE B-UNCERTAINTIES PENDING OUTCOME OF ARBITRATION-Continued

   lawsuit, but was later named as a defendant.  The plaintiffs sought to
   have this action certified as a class action lawsuit.  In the complaint,
   the plaintiffs alleged wrongdoing against the Vishnevsky Defendants in
   connection with two basic areas.  First, allegations involving various
   vote solicitations alleged by the plaintiffs to be an effort to perpetuate
   the Partnership and avoid liquidation.  Second, allegations involving the
   taking and use of Partnership funds and property, including excessive fees
   and unauthorized expenses.


   On March 14, 2000, the parties to the litigation with the exception of the
   defendant Wolf & Company entered into a Stipulation of Settlement (the
   "Settlement") which was orally approved by the Circuit Court of Waukesha
   County, Wisconsin on April 27, 2000, with a judgment signed on June 20,
   2000.  The lawsuit was certified by the court as a no opt-out class action
   for settlement purposes only.  Therefore, all limited partners of the
   Partnership as of May 25,1999, other than Mr. Vishnevsky and his
   affiliates, are included in the class. Pursuant to the Settlement, the
   Partnership investment property is currently being marketed for sale by an
   appointed Partnership representative. However, no offer to purchase the
   property will be accepted without first obtaining approval from a
   majority interest of the limited partners.  The notice of the vote to the
   limited partners will inform the investors that there may be potential tax
   consequences to them upon sale and advise them to consult with their own
   tax advisors.

   The Settlement also provides for a binding arbitration hearing to resolve
   claims, which the plaintiffs allege against the Vishnevsky Defendants.
   These alleged claims include excessive or inappropriate fees charged to
   the  Partnership; including but not limited to, certain management or
   consulting fees charged, expense reimbursements charged, or any other
   improper taking or using of Partnership property or assets.  If any
   expenses or losses are awarded in the arbitration, they are to be
   reimbursed to the Partnership by Mr. Vishnevsky (including any marital
   property that may be subject to any award) or any corporate defendants he
   controls. The three required arbitrators have been identified.  The final
   arbitrator is in the process of being notified.  The arbitration process
   through February 9,2001, included document production and depositions.

   Pursuant to the Settlement, the Partnership and its property continue to
   be managed by NRMI and the general partners under the existing contracts
   until such time as the Partnership and its property are liquidated.  The
   Settlement further provides for Partnership payment of employment
   completion incentive packages for key NRMI employees.  NRMI entered into
   severance agreements on May 1, 2000, (the "Severance Agreements") with
   certain key NRMI home office employees and certain site managers, which
   provided for termination benefits.  At




                 National Real Estate Limited Partnership
                         Income Properties II

               NOTES TO FINANCIAL STATEMENTS - CONTINUED

                          December 31, 2000


 NOTE B-UNCERTAINTIES PENDING OUTCOME OF ARBITRATION-Continued

  December 31, 2000, the Partnership accrued $ 16,090 for these termination
  benefits.  The Severance Agreements for certain key NRMI home office
  employees terminated on February 1, 2001, and all accrued salaries for
  these key employees were paid at that time.  The continued employment of
  certain key NRMI home office employees was renegotiated at that time,
  providing for substantial pay increases to encourage retention of such
  employees through the remaining existence of the Partnership, so as to
  provide adequate resources to ensure an orderly and efficient windup of
  Partnership affairs.  The Partnership's legal counsel has indicated that
  in his opinion the Partnership's execution of the Severance Agreements was
  not a breach of the Settlement but, the payments of the Partnership's funds
  to the employees for whose benefit the Severance Agreement were entered
  into, may be included as a takings issue in the arbitration proceedings
  discussed earlier.

  The Settlement further provides that any legal expenses incurred in
  connection with the arbitration process may not be advanced or paid by the
  Partnership; however, the Vishnevsky Defendants may seek to be indemnified
  for these expenses in the context of the arbitration process.  The
  following legal expenses may be paid by the Partnership: 1) legal expenses
  incurred in drafting the settlement agreement, or obtaining preliminary or
  final approval of settlement, 2) legal expenses incurred in the sales
  process for marketing or selling the investment property, or 3)other legal
  expenses properly incurred in the business of the Partnership unrelated
  to this lawsuit or the arbitration process.  Certain legal expenses are
  currently being charged to this Partnership.  Some of these current legal
  expenses have been designated as a matter to be resolved in the binding
  arbitration.

  As part of the litigation, the plaintiff's attorneys are also seeking
  payment of their fees from the assets of the Partnership and the other
  nominal defendant entities.  The plaintiff's attorneys have requested to
  be paid 33% of the net proceeds derived from the sale of the property,
  which exceeds a floor amount.  Net proceeds will include an offset of
  Partnership liabilities and selling costs.  The court has given
  preliminary approval to the 33% reimbursement, but has not yet issued a
  final judgment on the floor amount.  The Vishnevsky Defendants are
  vigorously appealing this judgment, seeking to have the plaintiff's fees
  reimbursed based upon the Lodestar method (i.e., time spent multiplied by
  a fixed hourly rate, which includes a risk factor).

  The timing of final distributions to limited partners will be largely
  dependent on the amount of time necessary to resolve all issues, including
  the completion of arbitration.  The final monetary impact of these matters
  on the Partnership is not determinable at this time. Therefore, no
  provision for any such financial impact arising from this uncertainty has
  been made in these financial statements, pending the outcome ofarbitration.



                   National Real Estate Limited Partnership
                           Income Properties II

                NOTES TO FINANCIAL STATEMENTS   CONTINUED

                            December 31, 2000

 NOTE C-INVESTMENT PROPERTIES

    Investment properties consist of the following at December 31, 2000:



                                             Buildings and

                                                                 Accumulated
 Description                  Land           Improvements       Depreciation
                                            (in thousands)

 Cave Creek Mini-Warehouses
  Phoenix, Arizona          $   405            $   1,322           $   609
 Amberwood Apartments
  Holland, Michigan             112                2,832             1,196

                            $   517            $   4,154           $ 1,805


                             Date of
 Description             Construction             Date Acquired

Cave Creek Mini-Warehouses
 Phoenix, Arizona            1985                In phases in 1987
Amberwood Apartments
 Holland, Michigan           1988                In phases in 1988
                                                     and 1992

The aggregate cost of the investment properties is the same for financial
reporting and federal income tax purposes.  The accumulated depreciation
reported for federal income tax purposes was $ 1,872,618 at December 31,
2000.

Depreciation expense for the years ended December 31, 2000 and 1999, was
$ 134,442 each year.


 NOTE D-MORTGAGE NOTE PAYABLE

   The Partnership has a mortgage note payable with LaSalle Bank FSB.  At
   December 31, 2000, the mortgage payable was $ 525,294. This loan bears
   interest at a variable rate of interest (based on five year treasury
   securities) plus 2.25% adjusting to 2.35% on May 1, 2002 (8.4% at December
   31, 2000).  Monthly payments of principal and interest are paid based on
   a twenty-five year amortization schedule, which also adjusts on May 1,
   2002.  All unpaid principal and interest is due on April 1, 2007.  The
   mortgage loan payable is collateralized by the Amberwood Apartments.
   Interest paid was $  45,761 and $ 45,601 in 2000 and 1999, respectively.

 NOTE D-MORTGAGE NOTE PAYABLE-Continued

   Management of the Partnership has determined that the litigation as
   described in Note B may have created an event of default under the terms
   of the Partnership's mortgage loan security agreement.  Management had
   notified the lender of the existence of the litigation at the time the
   lawsuit was filed.  To date the Partnership has not received notification
   from the lender of any event of default.  However, the lender has the
   right to foreclose on the Partnership property if it determines that an
   event of default has in fact occurred.

   Annual maturities of the note payable are as follows:

   2001                                                      $    8,598
   2002                                                           9,847
   2003                                                          10,707
   2004                                                          11,641
   2005                                                          12,658
   Thereafter                                                   471,843


  NOTE E-TRANSACTIONS WITH AFFILIATED PARTIES

     The general partners are general partners for other limited partnerships
     which have invested in real estate.  The Partnership reimburses
     affiliates of the general partner for the actual cost of goods and
     materials used by or for the Partnership in the course of performing
     the general functions of the Partnership.  These general functions
     include certain management, accounting and other expenses.  The
     Partnership has executed contracts providing for the following fees
     payable to such entities:

     1.  National Realty Management, Inc. (NRMI)

     National Realty Management, Inc. (NRMI), which is wholly owned by John
     Vishnevsky, was paid property management fees of $41,191 in 2000 and
     $ 40,441 in 1999. Monthly fees represent 6% of gross receipts from the
     Cave Creek Mini-Warehouse, and 5% of gross receipts from the Amberwood
     Apartments.

     The Partnership also paid $ 32,626 in 2000 and $ 41,113 in 1999,
     respectively for the reimbursement of accounting and administrative
     expenses incurred by NRMI on behalf of the Partnership.

     The Partnership sub-leases a portion of common area office space from
     NRMI under terms of a lease which expires on August 31, 2002.  During
     2000 and 1999, lease payments totaled $ 7,379 and $ 6,584, respectively
     which represents the Partnership's pro-rata portion, based on space
     occupied, of NRMI's monthly rental obligation.

 NOTE E-TRANSACTIONS WITH AFFILIATED PARTIES-Continued

     2.  National Development and Investment,Inc. (General partner)

     The Partnership paid National Development and Investment, Inc. (NDII),
     which is wholly owned by John Vishnevsky, for the reimbursement of costs
     and expenses totaling $ 140,437 and $ 68,600 in 2000and 1999,
     respectively.

     3.  National Real Estate Limited Partnership VI

     In 1992, the Partnership purchased 12 units of Amberwood Apartments
     from National Real Estate Limited Partnership VI (NRELP VI), an
     affiliated partnership. The Partnership is contingently liable to pay
     NRELP VI proceeds from a future sale of Amberwood Apartments as set
     forth in a Future Interest Proceeds Agreement. Upon the future sale of
     Amberwood Apartments, NRELP VI is entitled to receive 50% of the net
     sales price above $ 57,500 per unit (reduced by normal selling costs)
     until the affiliated Partnership earns a cumulative return of 20% on
     its investment.  After that, NRELP VI will receive 60% of the net
     sales price above $ 57,500 per unit.


 NOTE F-INCOME TAXES

     Income taxes on the net earnings for the year are payable personally by
     the partners and, accordingly, are not reflected in the financial
     statements.

     Differences between the net income as reported herein and the net
     income reported for federal income tax purposes arise primarily from
     timing differences related to depreciation and accruals of accounts
     payable and other expenses.  The following is a reconciliation of the
     net income herein and the net income reported for federal income tax
     purposes for the years ended December 31:

                                             2000                    1999

     Net income as reported in the
     financial statements               $   82,94               $   102,427
     Deduct:
      Depreciation                         (7,342)                   (7,865)
      Accrued expenses not deducted
      for tax purposes:
      Wages                                   619                     5,217
      Loan costs                            8,515                         -
      Severance                            16,090                         -
      Miscellaneous expenses                5,408                         -

     Net income reported for federal
     income tax purposes                $ 106,233                $   99,779




 NOTE G-FAIR VALUES OF FINANCIAL INSTRUMENTS

   1.  Cash and Cash Equivalents

   The carrying amount reported in the balance sheet for cash and cash
   equivalents approximates its fair value.

   2.  Debt

   The carrying value of the variable-rate, mortgage note payable
   approximates its fair value.


 NOTE H-CONCENTRATION OF CREDIT RISK

   The Partnership maintains its cash balances in various financial
   institutions in Arizona, Michigan, and Wisconsin.  These balances are
   insured by the Federal Deposit Insurance Company up to $ 100,000.  The
   Partnership has not experienced any losses in such accounts and believes
   it is not exposed to any significant credit risk on cash and cash
   equivalents.


 NOTE I-BASIS OF ACCOUNTING

   The Partnership records are maintained on the basis of accounting utilized
   for federal income tax reporting purposes. The accompanying financial
   statements have been prepared from such records and adjusted to the
   accrual basis of accounting in accordance with generally accepted
   accounting principles (GAAP). The primary adjustments are for differences
   in depreciation methods and additional accruals of accounts payable.
   Certain accrual and tax basis amounts are summarized as follows:


                                     2000               1999

                                GAAP      Tax       GAAP     Tax
                               Basis     Basis      Basis    Basis
                                         (In thousands)
   Total assets              $  3,181  $  3,767   $  3,640  $  4,225
   Partners' capital
    General partners               53        84         49        78
    Limited partners            2,497     3,080      2,976     3,537

   Net income
    General partners                4         5          5         5
    Limited partners               79       101         97        95



 NOTE I-BASIS OF ACCOUNTING-Continued

     As discussed in Note B, the Partnership reached a settlement agreement
     that will ultimately result in the liquidation of the Partnership's net
     assets.  These financial statements are prepared in accordance with the
     accrual basis of accounting, assuming the Partnership will continue as
     a going concern until the investment property is sold.  The liquidation
     basis of accounting was not used in the preparation of the financial
     statements since operations will continue, and liquidation is not
     imminent, until the investment property is sold.









                          SUPPLEMENTARY INFORMATION









                  National Development and Investment, Inc.

                                 BALANCE SHEET


                                March 31, 2000

                                    ASSETS


   Cash and cash equivalents                             $  1,039
   Mutual fund investments                                 37,099
   Investments in partnerships                              3,484

                                                     $     41,622



                      LIABILITIES AND STOCKHOLDERS' EQUITY


    Stockholders' equity
      Common stock, 2,000 shares authorized:
        1,200 issued and outstanding       $   1,800,000
      Accumulated deficit                     (1,495,378)    $   304,622

    Less cost of 50 shares of common stock
        held in treasury                                        (263,000)

                                                            $     41,622







                                    EC Corp.

                                 BALANCE SHEET

                               DECEMBER 31, 2000


                                     ASSETS

   Cash and cash equivalents                          $     964
   Investments in limited partnerships                       66

                                                 $        1,030




                             STOCKHOLDERS' EQUITY

   Common stock, 9,000 shares authorized;
     100 shares issued and outstanding:
     $ 1 par value                                    $    100
   Additional paid-in-capital                            2,495
   Accumulated deficit                                  (1,565)

                                                      $  1,030



                              John Vishnevsky

                      STATEMENT OF FINANCIAL CONDITION

                             December 31, 2000


                                  ASSETS

    Cash and cash equivalents                       $   44,956
    Notes receivable                                   661,776
    Investments
       Mutual funds                  $  308,123
       Limited partnerships           4,995,611
       Corporations                      34,895      5,338,629

    Prepaid income taxes                               168,280
    Miscellaneous receivable                            34,307
    Other assets                                       168,674

                                                 $   6,416,622


                              LIABILITIES

    Accrued liabilities                             $   16,159
    Estimated tax liability on liquidation           2,136,002

                                                     2,152,161

    Net worth                                      $  4,264,461

                                                   $  6,416,622