SECURITIES AND EXCHANGE COMMISSION
     Washington, DC  20549

     FORM 10-K

     Annual Report Pursuant to Section 13 or 15(d) of
     The Securities Exchange Act of 1934

     For the fiscal year ended December 31, 1996
     Commission file: #0-16874

     National Real Estate Limited Partnership Income
     Properties-II
     (Exact name of registrant as specified in its charter)

     Wisconsin
     39-1553195
     (State or other jurisdiction of(I.R.S. Employer
     incorporation or organization) Identification No.)

     9800 West Bluemound Road, Milwaukee, Wisconsin53226-4353
     (Address of principal executive offices)(Zip Code)

     Registrant's telephone number, including area code:
     (414) 453-3498

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

     Names of Each Exchange
     Title of Each Class
     on Which Registered
     None
     None

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

     Limited Partnership Interests
     (Title of Class)

     Indicate by check mark whether the registrant (1) has
     filed all reports required to be filed by Sections 13
     or 15(d) of the Securities Exchange Act of 1934 during
     the preceding 12 months (or for such shorter period
     that the registrant was required to file such reports)
     and (2) has been subject to such filing requirements
     for the past 90 days. (X)     Yes  ( )   No

     State the aggregate market value of the securities held
     by non-affiliates of the Registrant as of February 28,
     1997: indeterminate value as there is no market.*
     *For purposes of this disclosure only.

     The number of Limited Partnership interests outstanding
     as of February 28, 1997: 20,653.69

     DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the annual report to Partners for the year
     ended December 31, 1996 are incorporated by reference
     into Parts I, II, III, and IV.

     Definitive Prospectus dated August 18, 1986, as amended
          to date, is incorporated by reference into Part IV.
<PAGE>
TABLE OF CONTENTS


     Item No.
     Page No.

     PART I

     1.   Business  3

     2.   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.   Selected Financial Data   5

     7.   Management's Discussion and Analysis of Financial
     Condition and Results of Operations      5

     8.   Financial Statements and Supplementary Data   5

     9.   Disagreements on Accounting and Financial
     Disclosure     5


     PART III

     10.  Directors and Executive Officers of the
               Partnership     6

     11.  Executive Compensation    9

     12.  Security Ownership of Certain Beneficial Owners
               and Management 10

     13.  Certain Relationships and Related Transactions    10


     PART IV


     14.  Exhibits, Financial Statements, Schedules, and
               Reports on Form 8-K 11






     PART I


     Item 1. Business

     "Business" on pages 1 and 2 of the Partnership's annual
     report to Partners for the year ended December 31, 1996
     is incorporated herein by reference.

     Item 2. Properties

     "Properties" on pages 2 and 3 of the Partnership's
     annual report to Partners for the year ended December
     31, 1996 is incorporated herein by reference.


     Item 3. Legal Proceedings

     "Legal Proceedings" on page 3 of the Partnership's
     annual report to Partners for the year ended December
     31, 1996, is incorporated herein by reference.


     Item 4. Submission of Matters to a Vote of Security
     Holders for the Quarter
     ended December 31, 1996

     No matters have been submitted to a vote of security
     holders during the fourth quarter ending December 31,
     1996.

     By virtue of its organization as a limited partnership,
     the Limited Partnership Interests do not possess
     traditional voting rights. However, as provided in
     Article 15 of the Limited Partnership Agreement,
     Limited Partners have voting rights for, among other
     things, the removal of the General Partners, the
     approval of the sale of substantially all of the assets
     under certain circumstances, and the initiation of the
          dissolution of the Partnership.
<PAGE>
PART II


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

     a) Market Information

     The Partnership's only authorized equity securities are
     Limited Partnership 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 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 a
     public trading market having been developed for the
     Interests.

     b) Security Holders


     Title of Class
     Limited Partnership
     Interests


     Number of Record Holders
     (as of February 28, 1997)
     659

     Number of Interests
     (as of February 28, 1997)
     20,653.69


     c) Dividends or Similar Distributions

     The amount of cash distributions to Limited Partners
     will depend upon attaining and thereafter maintaining
     operating income and expenses of the Partnership at
     levels permitting distributions. Distributions of cash,
     if any, will be made from: (i) Cash Available for
     Distribution; (ii) cash from property sales, and (iii)
     cash from Partnership reserve accounts.

     "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 commencing at the end
     of the first full calendar quarter following that in
     which the Escrow Break occurs. Cash Available for
     Distribution will be distributed 100% to the Limited
     Partners until the earlier of (i) the first anniversary
     of the date of the Prospectus or (ii) termination of
     this offering. Thereafter, 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 1997, 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 1996 with an aggregate of $185,883 to
     its Limited Partners. Distributions for 1996 were at a
     rate that equaled 3.6% on their 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. 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.


     Item 6. Selected Financial Data

     "Selected Financial Data" on page 4 of the
     Partnership's annual report to Partners for the year
     ended December 31, 1996 is incorporated herein by
     reference.


     Item 7. 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 through
     6 of the Partnership's annual report to Partners for
     the year ended December 31, 1996 is incorporated herein
     by reference.

     Item 8. Financial Statements and Supplementary Data

     The financial statements included on pages 7 through 20
     of the Partnership's annual report to Partners for the
     year ended December 31, 1996 are incorporated herein by
     reference. The Partnership is not required to report
     quarterly results of operations or supplementary
     information on the effects of changing prices.


     Item 9. Disagreements on Accounting and Financial
     Disclosure

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


          
<PAGE>
PART III


     Item 10. Directors and Executive Officers of the
     Partnership

     (a-b) Identification of 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 majority stockholder; and EC Corp., a
     Wisconsin corporation of which Mr. Stephen P. Kotecki
     is the majority stockholder. The address of Mr.
     Vishnevsky and NDII is 9800 West Bluemound Road,
     Milwaukee, Wisconsin, 53226-4353, telephone (414) 453-3498.
     The address of EC Corp. is 9800 West Bluemound
     Road, Milwaukee, Wisconsin, 53226-4353, telephone (414)
     453-6764.

     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:


     Name
     Office
     Term Held Office (since)

     NDII:
     John Vishnevsky
     President, Director
     09/30/74


     Stephen P. Kotecki
     Vice President, Secretary, Treasurer and Director
     04/12/91


     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 by their
     respective Boards of Directors annually. 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 Item 10, Subsection (e), for a description of the
     business experience of officers, directors, and
     personnel of the General Partners and affiliates.

     There are four 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;
     Victor Construction, Inc., which has and may in the
     future serve as general contractor and perform other
     services in connection with renovation and remodeling
     work of the Partnership's properties; 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.
<PAGE>
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


     (1)
     EC CORP
     Corporate General Partner

     JOHN VISHNEVSKY
     Individual General Partner    100%

     NATIONAL DEVELOPMENT AND INVESTMENT, INC.
     Corporate General Partner



     100%
     JOHN VISHNEVSKY COMPANY
     Financial and Real Estate Consulting and Services

     100%
     NATIONAL SELECTED SECURITIES CORP.

     Security Sales

     (2)NRMI
     Partnership and Property Management Acquisition &
     Brokerage

     (3)VICTOR CONSTRUCTION INC.
     Building Contractor

     RELATIONSHIP OF GENERAL PARTNERS
     AND THEIR AFFILIATES

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



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

     (2)  The ownership of NRMI is held by Mr. Edward Carow
               (51%), Ms. Stasia Vishnevsky (25%), and Mr.
               Jeffrey Wussow (24%). It is anticipated that the
               services of NRMI will continue to be available to
               the Partnership under the terms and conditions
               described in the prospectus.

     (3)  The ownership of Victor Construction, Inc. is held
               by Mr. Edward J. Bushman (89%), Mr. Mark Clements
               (9%), and Mr. Mark Breuchel (2%). It is
               anticipated that the services of Victor
               Construction will continue to be available to the
               Partnership under the terms and conditions
              described in the Prospectus.
<PAGE>
(d) Family Relationships

     Ms. Stasia Vishnevsky, part owner and Secretary of
     NRMI, is the daughter of John Vishnevsky, and is
     married to Jeffrey Wussow, part owner and Vice
     President of NRMI.

     (e) Business Experience

     The experience of the officers and directors of the
     Corporate General Partner includes the following:

     John Vishnevsky, President and Director of NDII, (age
     73) is a graduate of Marquette University. For over 38
     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
     licensed as an insurance broker, a real estate broker,
     and a securities principal. He has lectured frequently
     and has taught courses in real estate at the University
     of Wisconsin-Milwaukee and he has appeared as a guest
     on television and radio programs related to real estate
     investments. Mr. Vishnevsky is author of the books: The
     Art of Financial Independence, The Phantom Yield of
     Real Estate Investment, The Great Real Estate
     Disaster... The Greatest Real Estate Opportunity,
     Getting to Know You, Releasing Your Creativity, and
     Principles.

     Stephen P. Kotecki, Vice President and Director of NDII
     and President, Treasurer, and Director of EC Corp.,
     (age 46), 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, Vice President, Secretary, and
     Director of EC Corp., (age 49) 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 23 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 10 years.

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

     Edward Carow, President of NRMI, (age 37), has over 18
     years experience and an extensive background in
     property management, acquisitions, partnership
     management, loan workouts, refinancing, and property
     sales. Mr. Carow is a licensed real estate broker and
     also holds the CPM (Certified Property Manager)
     designation. Mr. Carow attended the University of
     Wisconsin for business, the Waukesha County Technical
     College for real estate, and he continues to attend
     trade conferences and lectures. He has taught courses
     in property management and real estate investments for
     Milwaukee Area Technical College. He is a member of the
     Executive Council of the Institute of Real Estate
     Management and was the 1992 president. Some of his
     other current commitments include the International
     Affairs Committee of the Institute of Real Estate
     Management, the Publishing Committee of the Institute
     of Real Estate Management, and the Advisory Board at
     the Waukesha County Technical College.

     Stasia Vishnevsky, Secretary and Media Director of
     NRMI, (age 31), supervises marketing, public relations,
     and advertising for NRMI-managed properties. Ms.
     Vishnevsky also produces corporate training and
     operations manuals, newsletters, and training seminars.
     She attended Elmhurst College for English, and
     Marquette University for Broadcast Communications.

     Joan Jenstead, Director of Property Operations, (age
     62) 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 Wisconsin licensed 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
     National Institute of Real Estate Management, (IREM).
     In 1988, she served as President of the Institute of
     Real Estate Management. She is also a member of the
     national faculty of IREM, a 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 to a three year term as a director on the
     National Board of the Association of Community College
     Trustees.

     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.


     Item 11. 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 3l, 1996, this interest resulted in net
     taxable income to the Individual General Partner of
     approximately $2,289  There were no cash distributions
     to the Individual General Partner during 1996, as
     outlined in the Prospectus.

     The Partnership will commence liquidating its
     properties as soon as feasibly possible. This will be
     dependent upon, among other factors, the then current
     real estate and money markets, economic climate, and
     income tax consequences to the Limited Partners. 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
     involving affiliates of the General Partners as
     described in the Prospectus. Notes 2 and 6 of the
     Partnership's financial statements of the annual report
     to Partners for the year ended December 31, 1996 are
     incorporated herein by reference.

     The contracts between the Partnership and affiliates,
     including the February 28, 1992 purchase of Amberwood
     (as described in the Management's Discussion and
     Analysis of Financial Condition and Results of
     Operations 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 of any other 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 12. Security Ownership of Certain Beneficial
     Owners and Management

     (a) No person or group is known by the Partnership to
     own beneficially more than 5% of the outstanding
     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 February 28, 1997.

     Title of Class
     Limited Partnership Interests

     Name of Beneficial Owner
     John Vishnevsky

     Amount and Nature of Beneficial Ownership
     8.69 Interests Sole Investment Power

     Class
     .04%

     Item 13. Certain Relationships and Related Transactions

     Neither the General Partners nor their affiliates were
     indebted to the Partnership during the year ended
     December 31, 1996.

     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 NIP-II 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, 1996 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 10 and 11.
<PAGE>
PART IV


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


     (A)  1.   Financial Statements

     a)   Financial Statements and Report of Independent
               Auditors (incorporated by reference from pages 7
               through 20 of the Partnership's annual report to
               Partners for the year ended December 31, 1996).

     (i)  Report of Independent Auditors

     (ii) Balance Sheets, December 31, 1996 and 1995

     (iii)     Statements of Income, Years Ended December
                    31, 1996, 1995 and 1994

     (iv) Statements of Partners' Capital, Years Ended
               December 31, 1996, 1995 and 1994

     (v)  Statements of Cash Flows, Years Ended December 31,
               1996, 1995 and 1994

     (vi) Notes to Financial Statements

     2.   Financial Statement Schedules

     All  schedules for which provision is made in the
     applicable accounting regulation of the Securities and
     Exchange Commission are not required under the related
     instructions, are inapplicable, or the information is
     presented in the financial statements or related notes,
     and therefore such schedules have been omitted.

     3.   Exhibits

     See attached exhibit list which is incorporated by
     reference.


     (B)  Reports on Form 8-K for the Quarter ended December
     31, 1996

     There were no reports on Form 8-K filed during the
     fourth quarter ending December 31, 1996.

     (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 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 Prospectus previously filed with 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 the 1986 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 periodic report on Form 8-K dated
     March 1, 1987.
     (2)  With respect to Cave Creek Mini-Warehouses,
     Phoenix, Arizona (Phase II): Incorporate by reference
     from Exhibit 2-1 to periodic report on Form 8-K dated
     April 30, 1987.
     (3)  With respect to Amberwood Apartments, Holland,
     Michigan (36 units): Incorporate by reference from
     Exhibit 2-1 to periodic reports on Form 8-K dated June
     17, 1988, and August 8, 1988.
     (4)  With respect to Amberwood Apartments, Holland,
     Michigan (8 units): Incorporate by reference from
     Exhibit 2-1 to periodic reports on Form 8-K dated
     September 16, 1988.
     (5)  With respect to Amberwood Apartments, Holland,
     Michigan (12 units): Incorporate by reference from
     Exhibit 2-1 to periodic reports 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)     Property Management Agreement between
                    Partnership and NRMI dated July 1, 1991.
                    Incorporated by reference from the 1991 10-K
                    filed March 27, 1992.
     10(h)     Co-General Partner Agreement incorporated by
                    reference from Exhibit 5-1 to periodic
                    reports on Form 8-K dated July 26, 1991.
     11   Not applicable, see Item 6 of this report.
     12   Not applicable
     *13  National Real Estate Limited Partnership Income
               Properties-II 1996 annual report to Partners is
               included as an exhibit hereto for those portions
               of such annual report specifically incorporated by
               reference elsewhere herein. Such annual report is
               deemed not to be filed as part of this Report.
     18   Not applicable
     19   Not applicable
     22   Not applicable
     23   Not applicable
     *24  Consent of Independent Auditors filed with this
               report.
     25   Not applicable

     (D)  Financial Statement Schedule
     There are no schedules to be included herein.

          * Filed with this report.
<PAGE>
Exhibit 24


     CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS


     We consent to the incorporation by reference in this
     Annual Report (Form 10-K) of National Real Estate
     Limited Partnership Income Properties-II of our report
     dated January 17, 1997, included in the 1996 Annual
     Report to Partners of National Real Estate Limited
     Partnership - Income Properties II.





     /S/ ERNST & YOUNG LLP


     Milwaukee, Wisconsin
          March 24, 1997
<PAGE>
SIGNATURES


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

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

     Dated:  March 7, 1997
     By:/S/ John Vishnevsky
     John Vishnevsky
     President and Chief Operating and
     Executive Officer
     National Development and Investment, Inc.
     Corporate General Partner

     Dated:  March 7, 1997
     By: /S/ John Vishnevsky
     John Vishnevsky
     Chief Financial and Accounting Officer
     National Development and Investment, Inc.
     Corporate General Partner


     Pursuant to the requirements of the Securities Exchange
     Act of 1934, this report is 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
     (dated) March 7, 1997
     John Vishnevsky
     National Development and Investment, Inc.



     /S/ Stephen P. Kotecki
     Vice President, Secretary,
     (dated) March 7, 1997
     Stephen P. Kotecki
     Treasurer and Director
     National Development and Investment, Inc.



     /S/ Stephen P. Kotecki
     President, Treasurer and (dated) March 7, 1997
     Stephen P. Kotecki
     Director
     EC Corp.



     /S/ Thomas Rielly
     Vice President, Secretary (dated) March 7, 1997
     Thomas Rielly and Director
     EC Corp.



     * The indicated positions are held in the Corporate
          General Partners of the Registrant.
<PAGE>
NATIONAL REAL ESTATE
       LIMITED PARTNERSHIP INCOM PROPERTIES-II


     Business

     The Registrant, National Real Estate Limited
     Partnership Income Properties-II (the "Partnership"),
     is a limited partnership organized under the Wisconsin
     Revised Uniform Limited Partnership Act pursuant to a
     Certificate and an Agreement of Limited Partnership,
     each dated May 28, 1986. As of December 31, 1994, the
     Partnership consisted of an Individual General Partner,
     two Corporate General Partners and 655 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. ("NDII"), 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. 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 at
     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 1996, the Partnership employed one full-time and
     five part-time on-site personnel in the following
     capacities: two managers and four cleaning and
     maintenance people. In addition, due to the centralized
     nature of the Partnership's accounting and management
     systems, another 23 employees provided various
     accounting and management services to this and other
     partnerships. These persons worked an average of
     approximately 3 hours per week on this Partnership.
     Detailed time records of all personnel are maintained
     which form the basis for charges to the Partnership.
     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. 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 747
     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 one 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
     approximately 46,028 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, 1996 are as follows:


     Description of Unit
     Number of Units
     Square Feet
     Asking Rent Per Month

     2 Bdrm/1 Bath
     14
     915
     $603

     2 Bdrm/1 Bath
     14
     923
     $613

     2 Bdrm/2 Bath
     14
     1,080
     $688

     3 Bdrm/2 Bath
     14
     1,231
     $778

     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.
<PAGE>
Legal Proceedings

     The Partnership is not a party to any material pending
     legal proceedings other than ordinary routine
     litigation incidental to its business.

     Selected Financial Data


     Selected Operations Statement Data:
     As of and for the Year Ended December 31(a)

     1996      1995      1994      1993      1992

     Operating Revenues
     $703,232  $739,165  $713,255  $648,358  $585,786

     Operating Expenses
     678,800   626,296   608,134   588,910   581,148

     Income from Operation
     24,432    112,869   105,121   59,448    4,638

     Other Income (Expense)
     24,159    22,880    12,528    7,585     9,179

     Net Income
     $48,591   $135,749  $117,649  $67,036   $13,817

     General Partners'Share of Net Income
     $2,430    $6,787    $5,882    $3,352    $691

     Limited Partners' Share of Net Income
     46,161    128,962   111,767   63,684    13,126

     Net Income (Loss) per Limited Partnership Interest
     2.24      6.24      5.41      3.08      .64

     Distribution per Limited Partnership Interest
     9.00      6.75      6.00      6.00      6.65


     Selected Balance Sheet Data:

     Total Assets
     $3,849,679 $4,026,052 $4,077,115 $4,128,247 $4,237,038

     Long-Term Debt
     448,021   491,333   535,333   579,333   623,333

     Partners' Capital
     3,360,434 3,497,726 3,501,390 3,507,663 3,564,549

     Number of Properties
     2         2         2         2         2


     (a)  An additional portion of Amberwood Apartments was
               purchased in 1992, therefore comparability to 1992
               is restricted.


     Management's Discussion and Analysis of Financial
     Condition and Results of Operations

     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 at Properties, to pay costs related to
     purchasing such properties, and to meet capital
     requirements for operations.

     During 1996, the Partnership made cash distributions to
     its limited partners totaling $185,883. Distributions
     from 1996 were at a rate that equalled 3.6% on
     investors' capital investment. The Partnership's
     ability to maintain and/or increase distributions
     during 1997 is dependent upon the results of
     operations; therefore, no assurance as to the
     distribution amount, if any, can be made. The
     Partnership does not have any present or planned
     material commitments for capital expenditures.

     Results of Operations

     During 1996, the Partnership operated two investment
     properties: Cave Creek Lock-It-Lockers and Amberwood
     Apartments.

     At Cave Creek Lock-It Lockers asking monthly rental
     rents as of December 31, 1996, ranged from $15 to $135
     based on unit size compared to $10 to $165 in 1996 and
     $9 to $165 in 1994. December's occupancy in 1996 was
     96.2%, 96.2% in 1995, and  98.5% in 1994. Average
     annual occupancy was 94%, 98%, and 99% in 1996, 1995,
     and 1994 respectively. Marketing efforts are directed
     primarily toward Yellow Pages advertising.

     Average annual occupancy at the Amberwood Apartments
     for 1996 was 93%, compared to 98% for 1995, and 99% for
     1994. As of December 31, 1996, asking rents were the
     same as at December 31, 1995, and ranged from $603 $613
     for the two-bedroom, one-bath units (depending on the
     size of the units); $688 for the two-bedroom, two-bath
     units; and $788 for the three-bedroom, two-bath units.
     Asking monthly rents at December 31, 1994, ranged from
     $583 to $593 for the two-bedroom, one-bath units
     (depending on the size of the units); $668 for the two-bedroom,
     two-bath units; and $758 for the three-bedroom, two-bath units.

     Amberwood offers fully furnished apartments with month
     to month leases. Amberwood also offers flexible leases,
     such as month to month and six month leases, to people
     who are building homes in the area. The economy within
     the area has remained stable. The rental market is
     strong and has prompted several apartment communities
     to add additional units. The new construction of
     townhouses in Holland are in competition with
     Amberwood's three bedroom units. The rent has been the
     same. To remain competitive, the three bedroom units
     rental rate will be lowered about $50.

     Net Income for the Partnership decreased due to higher
     vacancy and increased administrative expenses. In 1995,
     as compared to 1994, net income for the Partnership
     increased due to high rental revenue caused by higher
     rental rates and increased interest income due to
     higher interest rates and increased cash balances.

     Reference is made to Notes 2 and 6 of the Partnership's
     financial statements for a discussion of various fees
     charged to the Partnership.

     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.

     Impact of Recently Issued Accounting Standards

     See Note 2 of the Partnership's audited financial
          statements for the year ended 1996.











     Report of Independent Auditors

     The Partners
     National Real Estate Limited Partnership Income
     Properties II


     We have audited the accompanying balance sheets of
     National Real Estate Limited Partnership Income
     Properties II (the Partnership) as of December 31, 1996
     and 1995, and the related statements of operations,
     partners' capital and cash flows for each of the three
     years in the period ended December 31, 1996. These
     financial statements are the responsibility of the
     Partnership's management. Our responsibility is to
     express an opinion on these financial statements 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 at December 31,
     1996 and 1995, and the results of its operations and
     its cash flows for each of the three years in the
     period ended December 31, 1996, in conformity with
     generally accepted accounting principles.


     /S/ ERNST & YOUNG LLP


          January 17, 1997

     December 31
     1996           1995

     Assets

     Cash and cash equivalents
     $442,747       $478,326

     Other assets
     5,600          9,671

     Investment properties, at cost:
     Land
     516,590        516,590

     Buildings and improvements
     4,151,846      4,145,090
     4,668,436      4,661,680

     Accumulated depreciation
     1,267,441      1,125,982

     3,400,995      3,535,698

     Debt issue costs, net of accumulated amortization
     of $9,760 1996 and $7,740 1995
     337            2,357

     $3,849,679     $4,026,052

     Liabilities and Partners' capital

     Liabilities:
     Tenant security deposits
     $22,380        $26,050

     Accrued real estate tax
     3,985

     Accrued expenses and other liabilities
     1,143          926

     Deferred rent
     13,716         10,017

     Mortgage note payable
     448,021        491,333

     489,245        528,326

     Partners' capital:
     General Partners
     36,009         33,579

     Limited Partners (authorized 40,000 interests;
     outstanding 20,653.69 interests)
     3,324,425      3,464,147

     3,360,434      3,497,726
          $3,849,679     $4,026,052

     Year ended December 31
     1996           1995           1994

     Operating revenues:
     Rentals
     $678,859       $710,705       $685,926

     Other
     24,373         28,460         27,329

     703,232        739,165        713,255

     Operating expenses:
     Operating
     168,862        160,663        164,564

     Administrative
     137,396        118,555        111,259

     Building maintenance
     78,098         61,389         42,868

     Depreciation
     141,459        140,657        140,229

     Interest
     50,103         55,962         50,878

     Property taxes
     87,439         81,099         90,614

     Advertising
     15,443         7,971          7,722

     678,800        626,296        608,134

     Income from operations
     24,432         112,869        105,121

     Other income (expense):
     Interest income
     24,159         23,673         12,528

     Loss on disposal of investment properties
               (793)

     24,159         22,880         12,528

     Net income
     $48,591        $135,749       $117,649

     Net income attributable to General
     Partners (5%)
     $2,430         $6,787         $5,882

     Net income attributable to Limited Partners (95%)
     46,161         128,962        111,767

     $48,591        $135,749       $117,649

     Net income per Limited Partnership Interest
          $2.24          $6.24          $5.41


     General        Limited
     Partners       Partners       Total

     Balances at January 1, 1994
     $20,910        $3,486,753     $3,507,663

     Distributions to Limited Partners
     -              (123,922)      (123,922)

     Net income for the year
     5,882          111,767        117,649

     Balances at December 31, 1994
     26,792         3,474,598      3,501,390

     Distributions to Limited Partners
     -              (139,413)      (139,413)

     Net income for the year
     6,787          128,962        135,749

     Balances at December 31, 1995
     33,579         3,464,147      3,497,726

     Distributions to Limited Partners
     -              (185,883)      (185,883)

     Net income for the year
     2,430          46,161         48,591

     Balances at December 31, 1996
          $36,009        $3,324,425     $3,360,434

  Year ended December 31
  1996              1995           1994

  Operating activities
  Net income for the year
  $48,591      $135,749       $117,649

  Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation
  141,459      140,657        140,229

  Amortization of debt issue costs
  2,020        2,020          2,020

  Loss on disposal of investment properties
  -            793

  Changes in operating assets and liabilities:
  Other assets
  4,071        (1,325)        (7,764)

  Tenant security deposits
  (3,670)      (1,874)        2,950

  Accrued real estate taxes
  3,985

  Accrued expenses and other liabilities
  217               (574)          (5,251)

  Deferred rent
  3,699        (951)          1,442

  Net cash provided by operating activities
  200,372      274,495        251,275

  Investing activity
  Additions to investment properties
  (6,756)      (5,254)        (1,239)

  Financing activities
  Payments on mortgage note
  (43,312)          (44,000)       (44,000)

  Distributions to Limited Partners
  (185,883)         (139,413)      (123,922)

  Cash used in financing activities
  (229,195)         (183,413)      (167,922)

  Increase (decrease) in cash and cash equivalents
  (35,579)          85,828         82,114
  Cash and cash equivalents at beginning of year
  478,326      392,498        310,384

  Cash and cash equivalents at end of year
    $442,747          $478,326       $392,498
<PAGE>
1.
    Organization and Basis of Accounting

  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 659 Limited Partners at
  December 31, 1996. Mr. Vishnevsky is the president and
  majority stockholder of National Development and
  Investment, Inc. EC Corp. was admitted to the
  Partnership effective July 26, 1991, as approved by the
  Limited Partners.

  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 adjusted to the
  generally accepted accounting principles (GAAP) basis
  of accounting, including adjustments for differences in
  depreciation methods. Certain accrual and tax basis
  amounts are summarized as follows:


  1996
  GAAP    Basis     Tax Basis

  1995
  GAAP    Basis     Tax Basis

  1994
  GAAP Basis   Tax Basis

  (In Thousands)

  Total assets
  $3,850  $4,462
  $4,026  $4,641
  $4,077  $4,701

  Partners' capital:

  General Partners
  36      34
  34      32
  27      26

  Limited Partners
  3,324   3,938
  3,464   4,081
  3,475   4,100

  Net income:
  General Partners
  2       2
  7       6
  6       5

  Limited Partners
  46      43
  129          121
  112          97
    
<PAGE>
2. Significant Accounting Policies

  Use of Estimates

  The preparation of financial statements in conformity
  with generally accepted accounting principles requires
  management to make estimates and assumptions that
  affect the amounts reported in the financial statements
  and accompanying notes. Actual results could differ
  from those estimates.

  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.

  Depreciation

  Depreciation is computed by the straight-line method
  using estimated useful lives of 30 years for the
  buildings and improvements and 5 years for related
  equipment.

  In March 1995, the Financial Accounting Standards Board
  issued Statement No. 121, "Accounting for the
  Impairment of Long-Lived Assets and Long-Lived Assets
  to be Disposed of," under which the Partnership would
  be required to recognize impairment losses on long-lived assets
  used in operations when indicators of
  impairment are present and the undiscounted cash flows
  of those assets are not sufficient to recover the
  assets' carrying amount. The Partnership adopted
  Statement No. 121 during 1996 with no impact on the
  accompanying financial statements.

  Deferred Financing Costs

  Deferred financing costs are amortized using the
  straight-line method over the term of the agreement
  (see Note 4) and are included as a component of
  interest expense on the financial statements.

  Fees to Affiliates

  Acquisition fees and property management fees are
  payable to the General Partners or affiliates of the
  General Partners. These amounts are payable currently
  and are capitalized or charged to expense as follows:


    
<PAGE>
2. Significant Accounting Policies (continued)

  Acquisition Fees

  Real estate acquisition fees for selection, negotiation
  and purchase of Partnership properties have been
  capitalized and allocated to land and buildings and
  improvements based on appraised values. The portions
  allocated to buildings and improvements are being
  depreciated over the respective useful lives of the
  buildings and improvements.

  Property Management Fees

  Fees for property management and rental services are
  being charged to expense over the period property
  management services are being performed.

  Allocations and Distributions

  Pursuant to the Agreement, net income and losses 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, was distributed 100% to the Limited Partners
  until August 1987 and, thereafter, such distributions
  are to be made 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.

  After the repayment of any General Partner's loans and
  subject to the right to reinvest such proceeds until
  three years after termination of the Partnership's
  initial offering of interests, proceeds of sale or
  disposition of Partnership properties are to be
    distributed as 
<PAGE>
2. Significant Accounting Policies (continued)

  follows: (i) 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); (ii) then 100% to the Limited Partners until
  they have received an amount equal to their cumulative
  preference of 10% simple interest per annum; (iii) 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 (iv) all remaining amounts to the
  Limited Partners.

  Net Income Per Limited Partnership Interest

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

  3. Investment Properties

  Investment properties consist of the following at
  December 31, 1996:


  Description
  Initial Cost to Partnership
  Land
  Buildings and Improvements

  Costs Capitalized Subsequent to Acquisition
  Land
  Buildings and Improvements

  (In Thousands)

  Cave Creek Mini-Warehouses Phoenix, Arizona

  $405
  $1,308

  $-
  $12

  Amberwood Apartments Holland, Michigan

  87
  2,192
  25
  640

  $492
  $3,500

  $25
  $652
    
<PAGE>
3. Investment Properties (continued)


  Gross Amount at Which Carried


  Description

  Land
  Buildings and Improvements

  Total
  Accumulated Depreciation

  (In Thousands)

  Cave Creek Mini-Warehouses Phoenix, Arizona

  $405
  $1,320


  $1,725
  $430

  Amberwood Apartments Holland, Michigan

  112
  2,832

  2,944
  837

  $517
  $4,152

  $4,669
  $1,267


  Description
  Date of 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 $1,300,719 at December
  31, 1996.

  A reconciliation of the cost and accumulated
  depreciation of the investment properties follows:

  Year ended December 31
  1996         1995      1994
  (In Thousands)

  Cost:
  Balance at beginning of year
  $4,662       $4,658         $4,656

  Additions to investment properties
  7            5              2

  Disposal of investment properties
  -            (1)            -

  Balance at end of year
  $4,669       $4,662         $4,658

  Accumulated depreciation:
  Balance at beginning of year
  $1,126       $985           $845

  Provision for the year
  141               141            140

  Balance at end of year
  $1,267       $1,126         $985
    
<PAGE>
4. Mortgage Note Payable

  Mortgage note payable consists of the following:


  December 31
  1996              1995
  Mortgage note payable, due in monthly installments of
  $3,667, plus interest at 1.5% over a bank's prime rate
  adjusted annually each March 1 (9.75% at December 31,
  1996), maturing March 1, 1997, collateralized by
  Amberwood Condominiums and requiring a balloon payment
  of $440,000 at maturity
  $448,021          $491,333

  Interest paid was $48,083, $53,942 and $48,858 in 1996,
  1995 and 1994, respectively.

  5. Income Taxes

  The Partnership pays no income taxes. Partnership
  losses or income and taxes attributable thereto will be
  the responsibility of the various Partners.

  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. The following is a
  reconciliation of the reported net income and the net
  income reported for federal income tax purposes for the
  year ended December 31:


  1996              1995           1994

  Net income as reported in the financial statements

  $48,591      $135,749       $117,649

  Add (deduct):
  Depreciation
  (2,817)      (9,221)        (15,679)

  Other
  -            302            -

  Net income reported for federal income tax purposes
  $45,774      $126,830       $101,970
    
<PAGE>
6. 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 Partners 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 management, accounting
  and other expenses. The Partnership has executed
  contracts providing for the following fees payable to
  such entities:

  National Realty Management, Inc.

  National Realty Management, Inc. (NRMI) was paid
  property management fees ($36,815 1996; $40,181 1995;
  $38,570 1994). Monthly fees represent 6% of gross
  receipts from the Lock-It-Lockers Mini-Warehouse and 5%
  of gross receipts from Amberwood Apartments.

  The Partnership also paid $64,791, $50,128 and $46,919
  in 1996, 1995 and 1994, respectively, for the
  reimbursement of accounting and administrative expenses
  incurred by NRMI on behalf of the Partnership.

  National Development and Investment, Inc.

  The Partnership paid National Development and
  Investment, Inc. (NDII) for the reimbursement of
  expenses totaling $50,099, $46,813 and $45,370 in 1996,
  1995, and 1994, respectively, for administrative
  expenses incurred on behalf of the Partnership.

  National Real Estate Limited Partnership VI

  In 1992, the Partnership purchased 12 units of
  Amberwood Condominiums 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
  Condominiums as set forth in a Future Interest Proceeds
  Agreement. Upon the future sale of Amberwood
  Condominiums, NRELP VI is entitled to receive 50% of
  the net sales price above $57,500 per unit (reduced by
  normal selling costs) until the 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.
<PAGE>
7. Fair Values of Financial Instruments

  Cash, Cash Equivalents and Debt

  The carrying amount reported in the balance sheet for
  cash and cash equivalents and debt approximates its
    fair value due to the short-term nature of each.
  
<PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME
  PROPERTIES-II



  John Vishnevsky Chief Operating and Executive Officer
  John Vishnevsky Chief Financial and Accounting Officer


  General Partners:

  John Vishnevsky


  National Development and Investment, Inc.


  John Vishnevsky President and Director
  Stephen P. Kotecki Vice President, Secretary, Treasurer
  and Director


  EC Corp.

  Stephen P. Kotecki President, Treasurer and
  DirectorThomas Rielly Vice President, Secretary and
  Director

  Of the above officers and directors of the Corporate
  General Partners, Mr. Thomas Rielly is the only person
  not an employee of National Development and Investment,
  Inc., its affiliates, or EC Corp.








  The Partnership Form 10-K for 1996, which is filed with
  the Securities and Exchange Commission, will be
  furnished at no charge to partners upon written request
  directed to: National Development and Investment, Inc.,
  Attn: Partnership Management, 9800 West Bluemound Road,
  Milwaukee, WI 53226-4353.