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, 2001

	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
				(I.R.S. Employer
Incorporation or Organization)
				Identification No.)

1155 Quail Court, Pewaukee, Wisconsin
				53072-3703
			(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, 2001, were $717,510.

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, 2001: 20,653.69

	DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual report to Partners for the year ended
December 31, 2001 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

ABusiness@ on pages 1 and 2 of the Partnership's annual
 report to Partners for the year ended December 31, 2001
 is incorporated herein by reference.


Item 2.	Description of Properties

AProperties@ on pages 2 through 4 of the Partnership's annual
 report to Partners for the year ended December 31, 2001 is
 incorporated herein by reference.


Item 3.	Legal Proceedings

ALegal Proceedings@ on pages 4 to 5 of the Partnership's annual
report to Partners for the year ended December 31, 2001, 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 (AInterests@).
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, 2001)
(as of December 31, 2001)

Limited Partnership
Interests				644
20,653.69

c) Dividends or Similar Distributions

ACash 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. ANet 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 ASubordination
 Rate@). The General Partners anticipate that the Partnership will
 continue to make cash distributions to its Limited Partners in 2002,
including a final distribution, though the amount of Cash Available
for future Distributions will depend in part on the results of property
operations and amounts realized from property sales.  There can be
 no assurance as to the amount, if any, that may be distributed.
 The Partnership continued cash distributions in 2001 with an
 aggregate of $144,576 to its Limited Partners. Distributions
for 2001 were at a rate that equaled 2.8% 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
is in the process of sale and disposition of all of its property
holdings.
 The Partnership will commence liquidating its operations 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.  Liquidation is expected to occur in 2002.


Item 6. 	Management's Discussion and Analysis of Financial
 Condition and Results of Operations

AManagement's Discussion and Analysis of Financial Condition
and Results of Operations@ on pages 5 through 7 of the Partnership's
annual report to Partners for the year ended December 31, 2001 is
incorporated herein by reference.


Item 7.	Financial Statements

The financial statements included on pages 10 through 14 of the
Partnership's annual report to Partners for the year ended December
 31, 2001 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 and EC
Corp., a Wisconsin corporation of which Mr. Stephen P. Kotecki
 is the sole stockholder. John Vishnevsky has been general partners
of the Partnership since its inception. EC Corp. became a general
partner on June 20, 1991. National Development and
Vishnevsky was the sold shareholder, had been a General partner
of the Partnership from the Partnership's inception, until NDII's
dissolution effective October 1, 2001. The address of both General
 Partners is 1155 Quail Court, Pewaukee, Wisconsin, 53072-3703. The
  telephone number of John Vishnevsky 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)


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

Officers of the corporation 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 two 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.
(ANRMI@), which provides property and partnership management,
real estate acquisition, and real estate brokerage services, and
 The John Vishnevsky Company (AJVCO@), 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








 (1)






EC CORP
Corporate General Partner



JOHN VISHNEVSKY
Individual General Partner
















100%



(2)

100%



JOHN VISHNEVSKY COMPANY
Financial and Real Estate Consulting and Services







NATIONAL REALTY MANAGEMENT, INC.

Partnership and Property 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 Partner and of Mr. Vishnevsky includes
 the following:


John Vishnevsky Sole shareholder of National Realty Management
 Inc., 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 NRMI limited partnerships.
These partnerships have sold in excess of $160 million of limited
partnership interests. Mr. Vishnevsky is 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 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 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 over 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 wish Mr. Vishnevsky and related
 companies for over 13 years.

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

Joan Jenstead 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
 AProfiles
 in Success@ published by the National Center for Higher
Education. I
n 1994 she was elected as director on the National Board of th
e 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.








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.

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, 2001, this interest resulted in net
taxable income to the Individual General Partner of approximately
 $5,784.  There were no cash distributions to the Individual
General Partner during 2001.

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
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, partnership management, accounting, and 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.


   			    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

(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, 2001.

 (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, 2001.

On February 28, 1992, the Partnership purchased twelve units of
 Amberwood Apartments from National Real Estate Limited
Partnership-VI
(ANRELP-VI@). The General Partners of the Partnership were the
same General Partners of NRELP-VI and therefore the
Partnerships were Aaffiliates@ (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,
 2001

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 referenc
e 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 the 1986 10-K file
d 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 AssetsC
(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 2001 Annual Report to Partners is included
as an exhibit hereto for those portions of such annual report
specifically incorporated by reference elsewhere herein.


(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 31, 2002
	By:
        /S/ John Vishnevsky
John Vishnevsky
Individual General Partner




Dated: March 31, 2002
	By:
      /S/ John Vishnevsky
John Vishnevsky
Chief Financial and Accounting Officer
Individual 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/ Stephen P. Kotecki  			President,
 Treasurer and	  March 31, 2002
      Stephen P. Kotecki	 		Director
    	      	      (dated)
EC Corp.




  /S/ Thomas Rielly       			Vice President,
Secretary	   March 31, 2002
      Thomas Rielly	 			and Director
      	     	      (dated)
EC Corp.






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

SGNATURES

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 31, 2002
		By:
John Vishnevsky
					Individual
 General Partner




Dated:  March 31, 2002
	By:
John Vishnevsky
Individual 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:




President, Treasurer and	March 31, 2002
Stephen P. Kotecki			Director
	     (dated)
EC Corp.




Vice President, Secretary	March 31, 2002
Thomas Rielly				and Director
 		     (dated)
EC Corp.






* The indicated positions are held in the Corporate
 General Partner 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, 2001, the Partnership consisted of an Individual
General Partner, a Corporate General Partner and 642 Limited
Partners owning 20,653.69 limited partnership interests (the
 AInterests@) 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 Partner
 is EC Corp., a Wisconsin corporation. National Development
 and Investment, Inc. (NDII), a former Wisconsin corporation of
 which Mr. Vishnevsky was the sole shareholder, had been a
 General Partner of the Partnership from the Partnership's
inception, until NDII's dissolution effective October 1, 2001.
 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 is in the process of sale and disposition of al
l of its property holdings, at which time the Partnership will
commence liquidating its operations 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. Liquidation is expected to occur in 2002.

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 2001, the Partnership employed one full-time and three part
-time on-site personnel in the following capacities: two managers,
 one rental agent, one cleaning and maintenance person. In addition,
 due to the centralized nature of the Partnership's accounting and
 management systems, another 12 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 E). 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 AComplex@) 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 (ANRELP-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
2001 are as follows:

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

2 Bdrm/1 Bath			14			915
	$650
2 Bdrm/1 Bath			14			923
	$650
2 Bdrm/2 Bath			14			1,080
	$725
3 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 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 l
awsuit.  In the complaint, the plaintiffs alleged wrongdoing
against the Vishnevsky Defendants in connection with two basic
areas.  First, allegations were made involving various vote
 solicitations alleged by the plaintiffs to be an effort to
perpetuate the Partnerships and avoid liquidation.  Second,
allegations were made involving the taking and use of Partnershi
p 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.  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 Partnership's investment 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 plaintiffs' attorney.  Net proceeds will first be applied
 to pay plaintiffs' counsel's legal fees, expenses and costs,
 with interest thereon.  At the present time (4-1-02) Amberwood
has been sold and closing has occurred.  Cave Creek Parcel II
and III are under contract to be sold.

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 wer
e established to support normal partnership operations and the
 wind-up of Partnership affairs upon the sale of the investment
 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 until the investment
 property is sold and assets liquidated and the Partnership
 entity dissolved.  NRMI will also be the listing broker for
 the sale of the Partnership properties.

The plaintiffs' claims made against NRMI, the general partners,
 and other related parties for excessive charging of expenses
 to the partnerships, including the Partnership, were to be
resolved 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 are required to be included in the settlement
 of this litigation.  Furthermore, the Court ruled that plaintiffs'
 counsel's attorney 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.

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 attorney
 fees until the arbitration proceedings are completed and the
Partnerships' properties are sold.

On August 2, 2000, the Vishnevsky Defendants filed an appeal
from that portion of the judgment determining the method for
computing the plaintiffs' counsel's attorney 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 was granted.  On October 24,
2001, the Court of Appeals rendered its decision with respect
 to both appeals.  The Court affirmed the lower court ruling
respecting the determination of the attorneys fees, but reversed
 the Order imposing the sanctions for delay in implementing the
 Settlement Agreement based upon the lower court's erroneous
view of the effective date of the Stipulation of Settlement.

The Arbitration panel was selected.  The arbitration was
tentatively set for hearing the weeks of February 11, and 18,
 2002.  On February 11, 2002 the parties settled the arbitration
 issue (the "Arbitration Settlement").  The Arbitration Settlement
 provides in part that Mr. Vishnevsky will pay into the Settlement
 Fund an amount equal to the cash distribution he receives from
 each Partnership for his general and limited partnership interests
 together with an amount equal to the amount he receives for
 the repayment of all loans and deferred management fees due him
 from the Partnerships minus the sum of $1,300,000.00 to cover
 Mr. Vishnevsky's tax liability generated by the sale of the
Properties and other expenses.  Mr. Vishnevsky will retain the
 commissions due to NRMI and will receive the return of the
 sanctions money.


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 of 1995, 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 2001, the Partnership made cash distributions to its
limited partners totaling $144,576. Distributions from 2001
were at a rate that equaled 2.8% on investors' original capital
investment. The Partnership's ability to maintain and/or increase
 distributions during 2002 is dependent upon the results of
 operations and amounts realized from property sales; 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, 2001, the mortgage payable was $517,003. 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, 2001). 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 $44,410 and $45,761 in 2001 and 2000, respectively.

Results of Operations

During 2001, 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 2000, and as of December 31, 2001ranged from $10
 to $165, based on unit size. Average annual occupancy
was 88% and 89% in 2001 and 2000 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
2001 was 95% as compared to 99% for the same period in 2000.
Year to date occupancy for 2001 was 97% as compared to 99% for
the same period in 2000.

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 satisfied residents. 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.

Net income increased $32,737 from 2000 to 2001 due to, in part,
 a $49,193 decrease in operating expenses, and a $21,214 decrease
in administrative expenses, netted with a $16,084 decrease in
 rental revenue and a $12,324 decrease in interest income.

The $49,193 decrease in operating expenses is primarily due to a
 $13,709 sewer and water expense credit received from Park
 Township for Amberwood Apartments in 2001, a $9,496 decrease in
  insurance expense from 2000 to 2001, and a $15,520 decrease in
other expense from 2000 to 2001.

The $21,214 decrease in administrative expenses is primarily
 due to a $23,310 decrease in legal fees from 2000 to 2001.

The $16,084 decrease in rental revenue is primarily due to
 increased vacancies at the Amberwood apartments in 2001 as
 compared to 2000.

The $12,324 decrease in interest income is primarily due to
a reduction in cash on hand due to distributions, and decreased
interest rates in 2001 as compared to 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 statement of net
 assets in liquidation of National Real Estate Limited Partnership
 Income Properties II (a Wisconsin limited partnership) as of
December 31, 2001, and the related statement of changes in net
 assets in liquidation as of December 31, 2001, and the statements
of income, partners' capital and cash flows for the years ended
December 31, 2001 and 2000.  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 auditing standards
 generally accepted in the United States of America.  Those
 standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in
 the financial statements.  An audit also includes assessing the
 accounting principles used and significant estimates made by management,
 as well as evaluating the overall financial statement presentation.
 We believe that our audits provide a reasonable basis for our opinion.

	As described in Note A to the financial statements,
 liquidation of Partnership properties is expected during 2002,
 and the Partnership began liquidation shortly after December 31,
2001. As a result, the Partnership changed its basis of accounting
 for periods after December 31, 2001, from the going concern basis
to the liquidation basis.

	In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets in liquidation of the
Partnership as of December 31, 2001, and the changes in net assets in
liquidation as of December 31, 2001, and the results of its operations
 and its cash flows for the years ended December 31, 2001 and 2000,
 in conformity with accounting principles generally accepted in the
 United States of America applied on the bases of accounting described
 in the preceding paragraph.


	Our audits were conducted for the purpose of forming an opinion
 on the basic financial statements taken as a whole.  The attached
 balance sheet of the corporate general partner, EC Corp., as of December
 31, 2001, is presented for the purpose of additional analysis and is
not a required part of the basic financial statements, but is 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, 2001, 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 11, 2002, except for Note D,
  as to which the date is April 1, 2002



National Real Estate Limited Partnership
Income Properties II

STATEMENT OF NET ASSETS IN LIQUIDATION
(Liquidation Basis)

December 31, 2001


ASSETS

Investment properties, at estimated liquidation value
	Buildings, improvements and land	$	4,875,079

Cash and cash equivalents		315,549
Escrow deposits and other assets		20,961
Estimated arbitration settlement receivable		163,778

		Total assets		5,375,367


LIABILITIES

Tenant security deposits		26,050
Accrued real estate tax		30,886
Accrued expenses and other liabilities		44,832
Deferred rent			14,332
Mortgage note payable		517,003
Reserve for plaintiff's attorney fees		808,504
Reserve for future liquidation expenses		116,350

		Total liabilities		1,557,957

		Net assets in liquidation	$	3,817,410











The accompanying notes are an integral part of this statement.
National Real Estate Limited Partnership
Income Properties II

STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(Liquidation Basis)

Year ended December 31, 2001


PARTNERS' CAPITAL - DECEMBER 31, 2001,
	before liquidation basis adjustments	$	2,521,319

Liquidation basis adjustments
	Adjustment of estimated values		2,057,167
	Reserve for plaintiff's attorney fees		(808,504)
	Reserve for future liquidation expenses		(116,350)
	Estimated arbitration settlement receivable
	163,778

NET ASSETS IN LIQUIDATION - DECEMBER 31, 2001	$	3,817,410


























The accompanying notes are an integral part of this statement.
National Real Estate Limited Partnership
Income Properties II

STATEMENTS OF INCOME
(Going Concern Basis)

Year ended December 31


			2001	2000

Operating revenues
	Rentals		$	717,510	$	733,594
	Other			29,222		30,423

		Total operating revenues		746,732
		764,017

Operating expenses
	Operating			141,081		190,274
	Administrative		146,536		167,750
	Building maintenance		54,431
48,933	Depreciation		134,114		134,442
	Amortization		11,790		11,791
	Property taxes		96,238		92,372
	Advertising		11,383		11,006

		Total operating expenses		595,573
	656,568

		Income from operations		151,159
107,449

Other income (expense)
	Interest expense 		(44,410)		(45,761)
	Interest income		8,931		21,255

		Total other expense		(35,479)
(24,506)

		Net income	$	115,680	$	82,943

Net income attributable to general partners (5%)	$
5,784	$	4,147
Net income attributable to limited partners (95%)
109,896		78,796

			$	115,680	$	82,943

Net income per limited partnership interest	$	5.33
$	3.82

The accompanying notes are an integral part of these statements.

National Real Estate Limited Partnership
Income Properties II

STATEMENTS OF PARTNERS' CAPITAL
(Going Concern Basis)

Years ended December 31, 2001 and 2000


	General	Limited
	Partners	Partners	Total

Balances at January 1, 2000	$	48,923	$
2,975,999	$	3,024,922

	Distributions 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

	Distributions to partners		-
(144,576)		(144,576)

	Net income for the year		5,784		109,896
	115,680

Balances at December 31, 2001,
	before liquidation basis adjustments	$
58,854	$	2,462,465	$	2,521,319



















The accompanying notes are an integral part of these
 statements.

National Real Estate Limited Partnership
Income Properties II

STATEMENTS OF CASH FLOWS
(Going Concern Basis)

Year ended December 31


			2001	2000

Cash flows from operating activities
	Net income	$	115,680	$	82,943
	Adjustments to reconcile net income to net cash
		provided by operating activities
		Depreciation		134,114		134,442
		Amortization		11,790		11,791
			Changes in assets and liabilities

			Escrow deposits and other assets
(42,982)		(47,586)
			Tenant security deposits		(1,139)
		(802)
			Accrued real estate taxes		1,871
	(914)
			Accrued expenses and other liabilities
	14,403		21,701
			Deferred rent		(4,069)		2,483


				Net cash provided by operating activities
	229,668		204,058

Cash flows from financing activities
	Payments on mortgage note		(8,291)		(6,940)
	Distributions to partners		(144,576)		(557,650)

				Net cash used in financing activities
	(152,867)		(564,590)

				Net increase (decrease) in cash and
				    cash equivalents		76,801
	(360,532)

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

Cash and cash equivalents at end of year	$	315,549	$
	238,748

Cash paid for interest	$	44,410	$	45,761





The accompanying notes are an integral part of these statements.

National Real Estate Limited Partnership
Income Properties II

NOTES TO FINANCIAL STATEMENTS

December 31, 2001


NOTE A - LIQUIDATION BASIS OF ACCOUNTING

Subsequent to December 31, 2001, on or about February 11,
 2002, litigation described in Note D was settled and,
consequently, liquidation of Partnership properties is expected
 in 2002.  Accordingly, the Partnership revalued its assets and
 liabilities to the amounts expected to be collected and paid
during the liquidation.  The effect of the revaluation is included
 in the statement of changes in net assets in liquidation as
"Liquidation Basis Adjustments."  It is not presently determinable
 whether the amounts realizable from the disposition of the remaining
 assets or the amounts that creditors will agree to accept in
 settlement
 of the obligations due them will differ materially from the amounts
shown in the accompanying financial statements.  Differences between
 the revalued amounts and actual cash transactions will be recognized
 in the year they can be estimated.  The gains (or losses) from
 liquidation will be taxable on distribution.

NOTE B - ADJUSTMENTS OF ESTIMATED VALUES

Effective with the decision to liquidate, the carrying amounts of
 assets and liabilities were adjusted from their historical bases
to the amounts of cash expected from their realization and settlement.
  Because of the expected short liquidation period, the effects of
discounting would not be significant and have been ignored.  The initial
 adjustment increased net assets by $ 1,296,091 from $ 2,521,319 to $
3,817,410, as follows:

	Estimated
	Historical	Liquidation
	Basis	Value

Investment properties	$	2,817,912	$	4,875,079
Cash and cash equivalents		315,549		315,549
Escrow deposits and other assets		20,961
20,961
Estimated arbitration settlement receivable		-
	163,778
Tenant security deposits		(26,050)		(26,050)
Accrued real estate tax		(30,886)		(30,886)
Accrued expenses and other liabilities		(44,832)
(44,832)
Deferred rent 		(14,332)		(14,332)
Mortgage note payable		(517,003)		(517,003)
Reserve for plaintiff's attorney fees		-
(808,504)
Reserve for future liquidation expenses		-
(116,350)

		$	2,521,319	$	3,817,410

NOTE B - ADJUSTMENTS OF ESTIMATED VALUES - Continued

It is at least reasonably possible that the amounts expected
 to be realized in the liquidation process will change in the
 near term.

Estimated liquidation value of the investment property was
determined based on the estimated selling price, less commissions
 and other costs as follows:

Estimated selling price			$	5,110,096
Less:
	Broker commissions				153,303
	Other costs				81,714

Estimated liquidation value of investment property		$
4,875,079

Estimated arbitration settlement receivable was determined based
 on the Arbitration Stipulation agreement dated February 11, 2002,
which established an arbitration settlement fund to settle lawsuit
 claims regarding improper takings of partnership assets.  Pursuant
to the Stipulation, this settlement fund received certain financial
 assets of John Vishnevsky arising out of his ownership of partnership
 interests in this and other related partnership entities.  The total
 amount contributed to this fund is to be allocated and distributed
to this and the other partnerships participating in the litigation,
after deducting a 33% award for litigation fees payable to the plaintiff's
 legal counsel.  The Partnership's allocable portion of this settlement
 is estimated to be $ 163,778 and is reported as "Arbitration Settlement
 Receivable" in the statement of net assets in liquidation.

Reserve for plaintiff's attorney fees was determined, as described
in Note D, based on one-third of the excess of the liquidation proceeds
derived from the sale of the investment property over a floor amount.
  The amount of this obligation has been estimated to be $ 808,504
and is to be paid to plaintiff's legal counsel when liquidating
distributions are made to the limited partners.

Reserve for future liquidation expenses was determined based on
 the Arbitration Stipulation, which contains a plan of liquidation
 in which the Partnership shall be dissolved, all outstanding
matters be resolved, and final distribution of Partnership assets
 be accomplished by December 31, 2002.  Accordingly, management
has established a liquidation reserve to provide for the estimated
 remaining costs to wind up Partnership affairs, which include the
 final accounting of financial matters and income tax filings.  The
 amount of this obligation has been estimated to be $ 116,350.

NOTE C - 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 terms of the Agreement provide for the Partnership to be
 dissolved on or before December 31, 2006.  As described in Note
 A above, liquidation of Partnership properties is expected during 2002.

The Partnership consists of two general partners, John Vishnevsky
 and EC Corp., and 644 limited partners at December 31, 2001.

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

Investment properties are stated at estimated liquidation
value as of December 31, 2001. During 2001 and 2000, major
 additions and improvements were capitalized, while items,
which do not extend the useful lives of the assets, were
expensed currently.


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
 Continued

3. Investment Properties - Continued

During 2001 and 2000, depreciation and amortization were
 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 were:

			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.

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 was completely amortized during 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 investmen
t on an annualized basis.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

5.  Allocations and Distributions - Continued

The stipulation of settlement agreement discussed in
Note D 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 the Partnership in March 2001 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 2001 and 2000, cash
distributions were made to the partners totaling $ 144,576 and
$ 557,650, respectively.

After the repayment of any general partner loans and subject
to the future interest proceeds agreement with an affiliated
 partnership (see Note G3), 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 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 G for property management fee
 rates payable to affiliated parties.


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
 Continued

9. Use of Estimates

The preparation of financial statements in conformity
with accounting principles generally accepted in the
United States of America requires management to make
estimates and assumptions that affect certain reported
amounts and disclosures.  Under the liquidation basis of
 accounting, assets are stated at their estimated net
realizable value and liabilities are stated at their anticipated
 settlement amounts.  Estimated net realizable value
represents management's best estimate as to liquidation
 value of the assets, based on gross sales prices or current
 offers or contracts, net of selling expenses, including
consideration for the effect that the settlement of litigation
 may have on the value of the assets.  There can be no assurance,
 however, that the Partnership will be successful in liquidating
 its assets at the estimated net realizable values recorde
d on the statement of net assets in liquidation as of December
 31, 2001.  Accordingly, actual results could differ from those
estimates.


NOTE D - 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
plaintiffs sought to have this action certified as a class action
lawsuit.  In the complaint, the plaintiffs alleged wrongdoing a
gainst the Vishnevsky Defendants in connection with two basic
areas.  First, allegations were made involving various vote
 solicitations alleged by the plaintiffs to be an effort to
perpetuate the Partnerships and avoid liquidation. Second,
 allegations were made 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 ("2000 Settlement"). The 2000
Settlement provided for the appointment of an independent
marketing agent (the "Partnerships' Representative") to market
 and sell the Partnership investment property.  However, no
offer to purchase the property was to 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 Partnership's investment property was to
be made in accordance with the terms of the Partnership's
limited partnership agreement and prospectus, and upon providing
20-day notice to the plaintiffs' attorney.  Net proceeds were
first to be applied to pay plaintiffs' counsel's legal fees,
expenses and costs, with interest thereon.  The actual terms
for distribution were finalized in the February 11, 2002
Arbitration Stipulation, described hereinafter.

NOTE D - LEGAL PROCEEDINGS - Continued

Pursuant to the 2000 Settlement, the Partnership and its
property continued to be managed by NRMI and the general
 partners under the existing contracts until such time as
the Partnership and its property were liquidated.  The
Arbitration Stipulation states that the existing employees
of NRMI will continue to be compensated based on their current
employment arrangements, notwithstanding provisions set forth
in the 2000 Settlement.

The 2000 Settlement further provided that any legal expenses
 incurred in connection with the arbitration process could not
 be advanced or paid by the Partnership.  The following legal
expenses could be paid by the Partnership: 1) legal expenses
incurred in drafting the 2000 Settlement, or obtaining preliminary
or final approval of the 2000 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 were
 charged to this partnership in 2001.  This matter was resolved
 in the Arbitration Stipulation signed February 11, 2002.  The
 2000 Settlement also provided that the plaintiffs' claims made
against NRMI, the general partners, and other related parties
for excessive charging of expenses to the partnerships, including
 the Partnership, were to be resolved through binding arbitration.
 Any such expenses disallowed through arbitration would be
reimbursed to the partnerships.  This matter was also settled
 in the Arbitration Stipulation.

As part of the litigation, the plaintiffs' attorneys were also
 seeking payment of their fees from the assets of the Partnership
and the other nominal defendant entities.  The plaintiffs'
attorneys requested that they be paid 33% of the net proceeds
derived from the sale of the property, which exceeded an aggregate
 secondary market value of all Partnership shares.  Net proceeds
 include an offset of partnership liabilities and selling costs.
  Independent appraisals of the Partnership's secondary market
value were obtained by both the plaintiffs' attorneys and by
Partnership management.  The court gave preliminary approval to
 the 33% reimbursement, and the secondary market value amount
 was agreed upon in the Arbitration Stipulation.

On April 27, 2000, the Circuit Court of Waukesha County held a
hearing and certified the lawsuit as a non-opt out class action,
in which all limited partners of the Partnership were required
to be included in the settlement of this litigation.  Furthermore,
 the Court ruled that plaintiffs' counsel's attorney fees would
be equal to one-third of the difference between the secondary
market value of the Partnership interest and the total funds
 available for distribution to the limited partners after
payment of all Partnership obligations, as described above.




NOTE D - LEGAL PROCEEDINGS - Continued

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 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 determination
 of the secondary market value for computing the plaintiffs'
 counsel's attorney fees until the arbitration proceedings
were completed and the Partnerships' properties were sold.

On August 2, 2000, the Vishnevsky Defendants filed an appeal
 on the portion of the judgment which determined the method
 for computing the plaintiffs' counsel's attorney 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 was granted. On
October 24, 2001, the Court of Appeals rendered its decision
with respect to both appeals. The Court affirmed the lower
court ruling respecting the determination of the attorneys
 fees, but reversed the Order imposing the sanctions for delay
in implementing the 2000 Settlement agreement based upon the
lower court's erroneous view of the effective date of that
 agreement.

The arbitration panel was selected in 2001.  The arbitration
 was tentatively set for hearing the weeks of February 11,
 and 18, 2002.  On February 11, 2002 the parties settled
the arbitration issue (the "Arbitration Stipulation").  The
 Arbitration Stipulation provides in part that Mr. Vishnevsky
 will pay into a Settlement Fund an amount equal to the cash
distribution he receives from each Partnership for his general
 and unencumbered limited partnership interests, together
 with an amount equal to the amount he receives from the
repayment of all loans, deferred management fees, and interest
 due him from the Partnerships minus the sum of $1,300,000
to cover Mr. Vishnevsky's tax liability generated by the sale
 of the Properties and other expenses.  Mr. Vishnevsky will
 also receive the commissions due to NRMI and the return of the
 sanctions money.  The Arbitration Stipulation also established
 the secondary market value to be used in the calculation of
the plaintiffs' attorney fees to be paid, as described above.

The timing of distributions to limited partners will be largely
dependent on the amount of time necessary to resolve all issues.
  The monetary impact of these matters has been estimated, and
is presented in the statement of net assets in liquidation as
estimated arbitration settlement receivable, estimated obligation
 for plaintiffs' attorney fees, and estimated obligation for future
 liquidation expense.  The final outcome of these estimates is
not presently determinable, and the resulting changes could be
 material to the financial statements.  Differences between the
 estimated amounts and actual transactions will be recognized in
 the year they are realized.


NOTE E - INVESTMENT PROPERTIES

Investment properties consist of the following at December 31,
2001:

					Historical Cost Basis

	Estimated
						Buildings and

Accumulated 			Liquidation
	Description			Land   		Improvements
		Depreciation			       Basis
						(in thousands)

Cave Creek Mini-Warehouses
	Phoenix, Arizona	$	405	$	1,322	$	653
	$	2,690
Amberwood Apartments


	Holland, Michigan		112		2,832		1,286
		1,424

		$	517	$	4,154	$	1,939	$	4,114

			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 $ 2,011,604 at December 31, 2001.

Depreciation expense for the years ended December 31, 2001 a
nd 2000, was $ 134,114 and $ 134,442, respectively.



NOTE F - MORTGAGE NOTE PAYABLE

The Partnership has a mortgage note payable with LaSalle
Bank FSB.  At December 31, 2001, the mortgage payable was
$ 517,003.  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 (8.40% at December 31, 2001).
 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; however, as described in Note A, liquidation of Partnership
 properties appears imminent.  The mortgage loan payable is
collateralized by the Amberwood Apartments.  Interest paid
was $ 44,410 and $ 45,761 in 2001 and 2000, respectively.

Management of the Partnership has determined that the litigation
 as described in Note D 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.


NOTE G - 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 $
39,967 in 2001 and $ 41,191 in 2000.  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 $ 132,305 in 2001 and $ 49,453 in 2000,
 respectively, for the reimbursement of accounting, administrative
 and property selling expenses incurred by NRMI on behalf of the
Partnership.


NOTE G - TRANSACTIONS WITH AFFILIATED PARTIES - Continued

1.  National Realty Management, Inc. (NRMI) - Continued

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 2001 and 2000, lease payments totaled $ 7,332 and
$ 7,379, respectively, which represents the Partnership's pro-rata
portion, based on space occupied, of NRMI's monthly rental
 obligation.

2.  National Development and Investment, Inc. (Former General
 Partner)

The Partnership paid National Development and Investment, Inc.
 (NDII), which was wholly owned by John Vishnevsky, for the
reimbursement of costs and expenses totaling $ 67,468 and $
 140,437 in 2001 and 2000, respectively.  Effective September
 30, 2001, NDII was dissolved and the remaining administrative
expenses for 2001 were paid by NRMI.

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 H - 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:

		2001			2000

	Net income as reported in the financial statements	$
	115,680	$	82,943
	Deduct:
		Depreciation		(6,094)		(7,342)
	Accrued expenses not deducted for tax purposes:
			Wages		(1,352)		619
			Loan costs		8,516		8,515
			Severance		(16,090)		16,090
		Miscellaneous expenses			(4,266)
5,408

Net income reported for federal income tax purposes	$
96,394	$	106,233

NOTE I - 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 J - 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 K - 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
liquidation basis of accounting for 2001 and the accrual
 basis of accounting for 2000 in accordance with accounting
principles generally accepted in the United States of America
 (GAAP).  The primary adjustments are for differences in the
 cost and fair market value of investment properties.
 Certain tax basis amounts are summarized as follows:

		Tax Basis
	2001	2000
							(In thousands)

	Total assets	$	3,736	$	3,767
	Partners' capital
	General partners		85		84
	Limited partners		3,032		3,080
	Net income
	General partners		5		5
	Limited partners		92		101


As described in Note D, 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 liquidation basis of accounting.  The liquidation
 basis of accounting was used in the preparation of the
 financial statements since operations are not expected
to continue, and liquidation is expected during 2002.


NOTE L - SUBSEQUENT EVENT

On January 23, 2002, the Partnership sold Amberwood Apartments
 in Holland, Michigan. The total sales price of this property
was $ 3,350,000. The total proceeds of the sale were $ 2,635,415.
















SUPPLEMENTARY INFORMATION


EC Corp.

BALANCE SHEET

December 31, 2001


ASSETS

Cash and cash equivalents			$	689
Investments in limited partnership				65

				$	754


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				(1,841)

				$	754




John Vishnevsky

STATEMENT OF FINANCIAL CONDITION

December 31, 2001


ASSETS

Cash and cash equivalents			$	124,155
Notes receivable				62,076
Investments
	Mutual funds	$	145,245
	Assigned shares in limited partnerships
821,677
	Corporations		10,407		977,329

Receivables
	Real estate commissions				571,374
	Sanctions					516,000
	Miscellaneous				23,173
Prepaid income taxes				171,280
Other assets					198,305

					$	2,643,692

LIABILITIES

Accrued liabilities			$	524,362
Accrued income taxes				171,280
Assigned shares in limited partnership
	821,677
Due to affiliated party				116,000

						1,633,319

Net worth					1,010,373

					$	2,643,692





1




9




15


National Real Estate Limited Partnership
Income Properties II

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2001



27


National Real Estate Limited Partnership
Income Properties II

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2001