SECURITIES AND EXCHANGE COMMISSION
     
     Washington, DC 20549
     
     
     FORM 10-Q
     
     
     Quarterly Report Under Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     
     
     
     For Quarter Ended September 30, 1996
     Commission File Number: 01-16874
     
     
     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 
     incorporation or organization)                          
     (I.R.S. Employer Identification Number)
     
     
     
     9800 West Bluemound Road, Wauwatosa, Wisconsin
     53226-4353                   
     (Address of principal executive offices)
     (zip code)
     
     
     
     Registrant's telephone number, including area code:
     (414) 453-3498
     
     
     N/A
     Former name, address and fiscal year if changed since
     last report.
     
     
     
     
     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     (X)    No
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROPERTIES-II
     
     
     
     
     INDEX
     
     
     
     
     Page
     
     PART I. FINANCIAL INFORMATION
     
     Balance Sheet (unaudited) - September 30, 1996
     and December 31, 1995 . . . . . . . . . . . . . .2
     
     Statement of Operations (unaudited) - Three months and
     nine months
     ended September 30, 1996 and 1995 . . . . . . . .3
     
     Statement of Cash Flows (unaudited) -
     Nine months ended September 30, 1996 and 1995 . .4
     
     Notes to Financial Statements (unaudited) . . .5-6
     
     Management's Discussion and Analysis of
     Financial Condition and Results of Operation. . .7
     
     
     PART II. OTHER INFORMATION AND SIGNATURES . . .8-9
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP     
     INCOME PROPERTIES-II     
     (A Wisconsin Limited Partnership)  
     Balance Sheet  
     (Unaudited)    
                         September 30,       December 31,   
                              1996                1995 
     ASSETS
     
       Current Assets:
          Cash           $    445,566        $    478,326
          Escrow and other deposits (Note 5)
                              11,532              0
          Accounts receivable and other assets
                              5,557                    9,671
       Other Assets:
          Investment properties, at cost
             Land                  516,590             516,590
             Buildings and improvements
                              4,146,875           4,145,090
     
                              4,663,466           4,661,680
             Less accumulated depreciation
                              1,231,890           1,125,982
     
                              3,431,575           3,535,698
     
       Intangible Assets:     
        Debt issue costs, net of accumulated amortization
        of $5720 as of December 31, 1996 and
        $3,700 as of December 31, 1995
                              842                 2,357
     
                         $    3,895,073      $    4,026,052
     
     LIABILITIES AND PARTNERS' CAPITAL  
     
     Liabilities:   
          Accrued expenses and other liabilities 
                         $    (15,045)       $    926
          Tenant security deposits
                              26,440              26,050
          Mortgage notes payable (Note 6)
                              459,021             491,333
          Rent received in advance
                              16,157              10,017
     
                              486,573             528,326
     Partners' Capital (Note 3):   
          General Partners (deficit)
                              36,088              33,579
          Limited Partners 
          (authorized----40,000 Interests;
                              3,372,411           3,464,147
          outstanding--20,653.69) 
                              3,408,500           3,497,726
     
                         $    3,895,073      $    4,026,052
     
          See notes to financial statements.
     
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROERTIES-II
     (A Wisconsin Limited Partnership)
     Statement of Operations
     (Unaudited)
               Three Months Ended       Nine Months ended
                      September 30,                
     September 30,
               19965               19954          19965          19954     
     
     Income:                       
          Operating Income
          $175,431       $183,849       $531,991  $563,661
     
     
          175,431        183,849        531,991   563,661
     
     Operating expenses:
          Operating
          86,398         79,674         260,525   237,799
     
          Administration
          29,731         26,898         97,503    85,227
     
          Depreciation and amortization
          35,808         35,620         107,423   106,858
     
          Interest (Note 6)
          12,273         17,001         50,700    40,009
     
          164,210        160,073        502,220   470,773
     
     
     Income (Loss) from operations
          11,221         23,776         29,771    92,888
     
     
     Other income (expense):
          Interest and other income
          7,980               12,091         20,416    25,613
     
     
        Net Income/(Loss)
          $19,201        $35,867        50,186    118,501
     
     
     Net Income/(Loss) attributable to
          General Partners (5%)
          $960           $1,793         2,509          5,925
     
     Net Income/Loss attributable to
          Limited Partners (95%)
          $18,241        $34,074        47,676    112,576
     
          Per Limited Partnership
            Interest outstanding-20,053.00
          $0.00               $1.06               2.31      5.46
     
     
     See notes to financial statements. 
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Statement of Cash Flows
     (Unaudited)
                                Nine Months Ended
                                    September 30,
                              1996           1995
     Operating Activities:
              Net income (loss) for the period
                              $50,186        $118,501
           Adjustments to reconcile net loss to
            net cash used in operating activities:
               Depreciation and amortization
                              105,908        105,344
               Amortization of debt issue costs
                              1,515               1,515
               Gain on retirement of personal property
                              0              793
           Changes in operating assets and
             liabilities:
               Escrow deposits and other assets
                              (7,418)        3,030
               Rents received in advance
                              6,140               1,609
               Accrued expenses and other liabilities
                              (15,971)       (570)
               Tenant security deposits
                              390            (550)
               Accrued real estate taxes
                              0              0
     
                    NET CASH PROVIDED BY (USED IN)
                      OPERATING ACTIVITIES
                              140,750        229,672
     
     Investment activity:
               Additions to investment property
                              (1,786)        (5,556)
     
     Financing activities:
               Distributions to partners
                              (139,412)      (92,942)
               Proceeds from mortgage note payable
                                   0              0
               Payments on mortgage note payable
                              (32,312)       (33,000)
     
     NET CASH PROVIDED BY FINANCING ACTIVITIES
                              (171,725)      (125,942)
     
     INCREASE (DECREASE) IN CASH
                              (32,760)       98,174
     
     Cash at beginning of period
                              478,326        369,244
     CASH AT END OF PERIOD
                              $445,566       $467,418
                                                       
     See notes to financial statements.
     
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Notes to Financial Statements
     (Unaudited)
     September 30, 1996
     
     
     1.   In the opinion of the General Partners, the
               accompanying unaudited financial statements
               contain all adjustments (consisting of normal
               recurring accruals) which are necessary for a fair
               presentation. The statements, which do not include
               all of the information and footnotes required by
               generally accepted accounting principles for
               complete financial statements, should be read in
               conjunction with the National Real Estate Limited
               Partnership Income Properties-II annual report for
               the year ended December 31, 1995. Refer to the
               footnotes of those statements for additional
               details of the Partnership's financial condition.
               The operating results for the period ended
               September 30, 1996 may not be indicative of the
               operating results for the entire year.
     
     2.   National Real Estate Limited Partnership Income
               Properties-II (the "Partnership") was organized
               under the Wisconsin Uniform Limited Partnership
               Act pursuant to a Certificate of Limited
               Partnership dated June 5, 1986, to acquire
               primarily existing commercial and residential real
               properties and hotels. John Vishnevsky and
               National Development and Investment, Inc., have
               contributed the sum of $1,000 to the Partnership
               as General Partners. The Limited Partnership
               Agreement had authorized the issuance of 40,000
               Limited Partnership Interests (the "Interests") at
               $250 per Interest with the offering period running
               from August 18, 1986 through August 18, 1988. On
               August 18, 1988, the Partnership concluded its
               offering and capital contributions totaled
               $5,163,031 for 20,653.69 Limited Partnership
               Interests.
     
          Pursuant to the Escrow Agreement with the First
               Wisconsin Trust Company, Milwaukee, Wisconsin,
               until the minimum number of Interests (4,850) and
               investors (100) were subscribed, payments were
               impounded in a special interest-bearing escrow
               account. On February 2, 1987, the Partnership
               received the required minimum capital
               contributions and $1,332,470, representing
               5,329.88 Interests, was released to the
               Partnership.
     
     3.   Changes in Partners' Equity:
     
     LIMITED PARTNERS
     Quarter Ended September 30, 1996 
     Partners' Equity, beginning of quarter  $3,400,641
     Distributions                           (46,471)
     Net Income (Loss)                       18,240
     Partners' Equity, end of quarter        $3,372,410
     
     
     Quarter Ended September 30, 1995
     Partners' Equity, beginning of quarter  $3,476,549
     Distributions                           (30,981)
     Net Income (Loss)                       32,274
     Partners' Equity, end of quarter        $3,477,842
     
     
     GENERAL PARTNERS
     Quarter Ended September 30, 1996 
     Partners' Equity, beginning of quarter  $35,128
     Distributions                           --
     Net Income (Loss)                       960
     Partners' Equity, end of quarter        $36,088
     
     
     Quarter Ended September 30, 1995
     Partners' Equity, beginning of quarter  $23,634
     Distributions                           --
     Net Income (Loss)                       1,699
     Partners' Equity, end of quarter        $25,333
     
     
     TOTAL
     Quarter Ended September 30, 1996 
     Partners' Equity, beginning of quarter  $3,435,769
     Distributions                           (46,471)
     Net Income (Loss)                       19,200
     Partners' Equity, end of quarter        $3,408,498
     
     
     Quarter Ended September 30, 1995
     Partners' Equity, beginning of quarter  $3,500,183
     Distributions                           (30,981)
     Net Income (Loss)                       33,973
     Partners' Equity, end of quarter        $3,503,175
     
     
     4.   National Realty Management, Inc. (NRMI): The
               Partnership incurred property management fees of
               $28,145 under an agreement with NRMI for the nine
               month period ended September 30, 1996.
     
     5.   The mortgage note payable is secured by Amberwood
               Apartments. Monthly principal and interest
               payments are required in amounts sufficient to
               fully amortize the loan over 15 years. The
               interest rate is adjustable annually at 1.5% plus
               First Michigan Bank prime rate and is currently at
               10.25%. The note matures on March 1, 1997.
               Maturities of the mortgage from 1996 to 1997 based
               on the current accrual rate, are as follows:
               $44,000, and $447,333.
     
     
     NATIONAL REAL ESTATE LIMITED PARTNERSHIP 
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Management's Discussion and Analysis of
     Financial Condition and Results of Operations
     September 30, 1996
     
     The Partnership owns and operates two investment
     properties: a portion of Cave Creek Lock-It Lockers,
     located in Phoenix, Arizona, and the Amberwood
     Apartments, a 56-unit apartment complex in Holland,
     Michigan.
     
     National Real Estate Limited Partnership Income
     Properties ("NRELP-IP") owns the remaining portion of
     Cave Creek Lock-It Lockers. National Real Estate
     Limited Partnership-VI ("NRELP-VI") owned 12 units of
     Amberwood through February 28, 1992, at which time the
     units were sold to the Partnership for $660,000 and a
     Future Interest Proceeds Agreement. The purchase was
     funded by proceeds of a first mortgage note. The
     mortgage is collateralized by all 56 units of Amberwood
     Apartments. 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 Partnership earns a
     cumulative return of 20% on its investment. Beyond
     that, once the Partnership earns its cumulative return
     of 20% on its investment, NRELP-VI will receive 60% of
     the net sales price above $57,500 per unit. NRELP-IP
     and NRELP-VI are Wisconsin limited partnerships,
     affiliated with the General Partners.
     
     Amberwood is located in a wooded setting and is
     conveniently located near shopping, bike paths and
     businesses, and offers superior amenities.
     
     Amberwood's occupancy rate for the third quarter of
     1996 was 96.5%. Cave Creek Lock-It Lockers' occupancy
     during the same period was 94.2% based on net rentable
     square footage. During the comparable period in 1995
     occupancy rates were 100% for Amberwood and 98% for
     Cave Creek Lock-It Lockers.
     
     Total operating revenues for Cave Creek Lock-It Lockers
     in 1996 are in line with the comparable period of 1995.
     Total operating revenue for Amberwood Apartments
     decreased due to higher vacancies. Operating expenses
     have increased over the same quarter of 1995 due to
     increased maintenance expense at Amberwood Apartments
     and Cave Creek Lock-It Lockers. Interest expense
     remained in line with the same quarter of 1995.
     
     The distributions have increased to $2.25 per share per
     quarter and totaled $46,470.80 for the third quarter.
     These distributions are required to be allocated 100%
     to the Limited Partners, as outlined in the prospectus.
     
          <PAGE>
PART II. OTHER INFORMATION
     
     
     
     Item 6(b). Reports on Form 8-K
          There were no reports on Form 8-K for the quarter
     ended September 30, 1996.
     
     
          <PAGE>
SIGNATURES
     
     
     
     Pursuant to the requirements 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)
     
     
     
     Date   November 15, 1996
     /S/   John Vishnevsky    
     John Vishnevsky
     President and Chief Operating and
     Executive Officer
     National Development and Investment, Inc.
     Corporate General Partner
     
     
     Date  /S/November 15, 1996
     /S/   John Vishnevsky    
     John Vishnevsky
     Chief Financial and Accounting Officer
     
     
     
     Date  /S/November 15, 1996
     Stephen P. Kotecki  
     Stephen P. Kotecki
     President 
     EC Corp
     Corporate General Partner
     
     
     
     
     
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