EXHIBIT 3-C.


                   JMB MORTGAGE PARTNERS, LTD. - II

                            ACKNOWLEDGEMENT
                           ----------------

      This Acknowledgement is made and executed as of the 31st day of
December, 1995 by AGPP Associates, L.P., a limited partnership organized
under the laws of the State of Illinois ("AGPP"), and JMB Realty
Corporation, a Delaware corporation ("JMBRC").

      WHEREAS, AGPP has acquired all of the partnership interests in
Mortgage Associates, L.P., an Illinois limited partnership, which has
served as the Associate General Partner of JMB Mortgage Partners, Ltd. -
II, an Illinois limited partnership (the "Partnership"), and AGPP has
elected to continue the business of the Partnership and has agreed to
continue as the Associate General Partner of the Partnership; and

      WHEREAS, JMBRC has agreed to continue as the Corporate General
Partner of the Partnership.

      NOW, THEREFORE, the parties hereby agree and acknowledge as follows:

      1.   AGPP and JMBRC both shall continue as general partners of the
Partnership, each with all of the rights and powers of general partners
therein, as set forth in the agreement of limited partnership of the
Partnership, as amended to date (the "Partnership Agreement") and in the
Revised Uniform Limited Partnership Act of the State of Illinois, and the
Partnership and its business shall be continued in all respects.

      2.   AGPP hereby agrees that it is a signatory to the Partnership
Agreement, together with JMBRC, and adopts and agrees to be bound by all of
the provisions of the Partnership Agreement, as amended from time to time
in accordance with the provisions of the Partnership Agreement.

      3.   AGPP and JMBRC agree that JMBRC is hereby authorized and
empowered, on behalf of AGPP, JMBRC, the Partnership or any of the
foregoing, to execute any and all documents, enter into any and all
agreements, or take any and all other actions (in each case in accordance
with and subject to the terms of the Partnership Agreement), in the name of
the Partnership or otherwise, as shall be necessary or appropriate in
connection with the business of the Partnership at any time.  It is further
understood and agreed that the Chairman, President or any Vice President of
JMBRC (including any partner of AGPP who is Chairman, President or Vice
President of JMBRC) may act for and in the name of JMBRC in the exercise by
JMBRC of any of its rights and powers hereunder.  In dealing with JMBRC (or
the Chairman, President or any Vice President thereof) so acting on behalf
of AGPP, JMBRC or the Partnership, no person shall be required to inquire
into the authority of JMBRC or such individual to bind the Partnership. 
Persons dealing with the Partnership are entitled to rely conclusively upon
the power and authority of JMBRC (and of the Chairman, President or any
Vice President of JMBRC) as set forth herein.

      4.   AGPP and JMBRC agree to take any and all other actions as
shall be necessary or appropriate to reflect the continuation of the
Partnership's business, including the filing with any agency of any
document which shall be necessary or appropriate in connection therewith.

      5.   Nothing contained herein or contemplated hereby shall be
deemed to render AGPP or JMBRC liable for any obligations for which they
would otherwise not be liable as general partners of the Partnership.

      IN WITNESS WHEREOF, the parties hereto have executed this
Acknowledgement as of the date first above written.

AGPP ASSOCIATES, L.P.

By:   JMB Realty Corporation
      General Partner

      By:  DENNIS M. QUINN
           Dennis M. Quinn

      Its: Sr. Vice President



JMB REALTY CORPORATION

By:   GARY NICKELE
      Gary Nickele
Its:  Executive Vice President