U. S. Securities and Exchange Commission

	Washington, DC 20549

	FORM 10-QSB
(Mark One)

(  X )	QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended   June 30, 2002

(     )	TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT

For the transition period from
 to
Commission File Number: 01-16874


                            National Real Estate Limited
Partnership Income Properties II
	(Exact name of small business issuer as specified
 in its charter)

           Wisconsin	39-1553195
(State or other jurisdiction of
				(I.R.S. Employer
incorporation or organization)
			Identification Number)

1155 Quail Court, Pewaukee, Wisconsin	53702-3703
(Address of principal executive offices)

	(262) 695-1400
	(Issuer's telephone number, including area code)

- - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - N/A - - - - - - - - - - - - - - - - - - -
 - - - - - - - - -
	(Former name, former address and former fiscal
 year, if changed since last report)

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


NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
 II


	INDEX


	Page

 PART I. FINANCIAL INFORMATION

Statement of Net Assets in Liquidation (Unaudited)-
	June 30, 2002, and December 31, 2001....
...............................................3

Statement of Changes in Net Assets in Liquidation
(Unaudited)-
	Three and six months ended June 30, 2002..
.............................................4

Statement of Operations (Unaudited) -
	Three and six months ended June 30, 2001..
.............................................5

Statement of Changes in Partners' Capital (Unaudited) -
Six months ended June 30, 2001	6

Statement of Cash Flows (Unaudited) -
Six months ended June 30, 2001	7

Notes to Financial Statements (Unaudited)	8-9

 	Management's Discussion and Analysis of Financial
Condition and Results of Operations	10


PART II. OTHER INFORMATION AND SIGNATURES
Item 1.  Legal Proceedings	11-12
Item 2.  Changes in Securities and Use of Proceeds	13
Item 3.  Defaults Upon Senior Securities	13
Item 4.  Submission of Matters to a Vote of Security
Holders	13
Item 5.  Other Information	13
Item 6.  Exhibits and Reports on Form 8-K	13




PART I. FINANCIAL INFORMATION
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME
PROPERTIES II

(A Wisconsin Limited Partnership)
Statement of Net Assets in Liquidation
(Liquidation Basis)
(Unaudited)


                 June 30,
                     2002

      December 31,
                   2001

ASSETS











Investment properties, at estimated liquidation
 value
      Buildings, improvements, and land

$0

$4,875,079
Cash and cash equivalents

87,408

315,549

Escrow deposits and other assets

0

20,961






               Total Assets

87,408

5,211,589







LIABILITIES











Tenant security deposits
Accrued real estate tax
0
0

26,050
30,886

Accrued expenses and other liabilities

0

44,832

Deferred rent

0

14,332

Mortgage note payable (Note 5)

0

517,003

Reserve for plaintiffs' attorney fees

0

808,504




Reserve for future liquidation expenses

                      87,408

116,350


5






            Total Liabilities

87,408

1,557,957






Net assets in liquidation

$0

$3,653,632

























See notes to financial statements.


NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME
 PROPERTIES II
(A Wisconsin Limited Partnership)
Statement of Changes in Net Assets in Liquidation
(Liquidation Basis)
(Unaudited)







                 Three Months Ended
                 Six Months Ended

 June 30,
          June 30,






2002



2002


INCOME








            Operating



$18,434



$113,392


            Total income



18,434



113,392











OPERATING EXPENSES








            Operating



20,520



70,121


            Administrative



42,898



99,071






            Interest


0


2,775


            Total operating expenses



63,418



171,967











Loss from operations



(44,984)



(58,575)


Other income








            Interest income



15,757



20,347















            Net loss


 (29,227)


(38,228)











Net assets in liquidation at beginning of
 period




3,676,009



3,653,632


Adjustments to liquidation basis


(19,839)

11,539


Distributions to partners


(3,626,943)

(3,626,943)











Net assets in liquidation at June 30, 2002


$0

$0





See notes to financial statements.

NATIONAL REAL ESTATE LIMITED PARTNERSHIP
INCOME PROPERTIES II
(A Wisconsin Limited Partnership)
Statement of Operations
(Going Concern Basis)
(Unaudited)







                 Three Months Ended
                    Six Months Ended

  June 30,
            June 30,






2001



2001


INCOME








            Operating



$190,335



$376,455


            Total income



190,335



376,455











OPERATING EXPENSES








            Operating



92,213



157,634


            Administrative



41,675



76,425

            Depreciation


36,478


72,952


            Interest



11,142



22,110


            Total operating expenses



181,508



329,121











Income from operations



8,827



47,334


Other income








            Interest income



3,007



6,045
















            Net income


$11,834


$53,379











Net income attributable to
            General Partners (5%)



$592



$2,669


Net income attributable to
            Limited Partners (95%)



$11,242



$50,710







Per Limited Partnership
            Interests outstanding--20,653.69



$.54



$2.46
$





See notes to financial statements.







NATIONAL REAL ESTATE LIMITED PARTNERSHIP
INCOME PROPERTIES II
	(A Wisconsin Limited Partnership)
	Statement of Changes in Partners' Capital
	(Going Concern Basis)
	(Unaudited)
	Six Months Ended June 30, 2001






          Limited		General
       		          Partners
             Partners 	   Total

Partners' capital, January 1, 2001
	        $2,497,145
 $53,070		  $2,550,215


Distributions
          (144,576)		     --
         	     (144,576)

Net income for the period
                           50,710
     2,669	  	         53,379


Partners' capital, June 30, 2001
            	      $2,403,279
 $55,739	  	  $2,459,018




See notes to financial statements.



NATIONAL REAL ESTATE LIMITED PARTNERSHIP
INCOME PROPERTIES II
(A Wisconsin Limited Partnership)
Statement of Cash Flows
(Going Concern Basis)
(Unaudited)
Six Months Ended June 30, 2001












Operating Activities:




Net income


$53,379

Adjustments to reconcile net income to net
 cash provided by operating activities:




Depreciation


67,057

Amortization of debt issue costs


5,895









Changes in operating assets and liabilities:




Escrow deposits and other assets


20,377

Deferred rent


(647)

Accrued expenses, other liabilities and accrued
Real estate taxes




(12,925)

Tenant security deposits

191






              NET CASH PROVIDED BY OPERATING
 ACTIVITIES


133,327






Investing Activities:






0







Financing Activities:




Distributions to partners


(144,576)

Payments on mortgage note


(4,241)






NET CASH USED IN FINANCING ACTIVITIES


(148,817)






DECREASE IN CASH


(15,490)






Cash and cash equivalents at beginning of period


238,748






CASH AND CASH EQUIVALENTS AT END OF PERIOD


$223,258







See notes to financial statements.





NATIONAL REAL ESTATE LIMITED PARTNERSHIP
 INCOME PROPERTIES II
	(A Wisconsin Limited Partnership)
	Notes to Financial Statements
	(Unaudited)
	June 30, 2002

 1.	In the opinion of the General Partners,
the accompanying unaudited financial statements
 contain all adjustments (consisting of normal
recurring accruals, and liquidation basis adjustments)
which are necessary for a fair presentation. The
statements, which do not include all of the information
 and footnotes required by accounting principles
 generally accepted in the United States of America
 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, 2001 (please refer to the
footnotes of those statements for additional details
of the Partnership's financial condition). The operating
 results for the period ended June 30, 2002 may not be
 indicative of the operating results for the entire year.

 2.	National Real Estate Limited Partnership
Income Properties II (the APartnership@) 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., contributed the
sum of $1,000 to the Partnership as General Partners.
 The Limited Partnership Agreement authorized the
issuance of 40,000 Limited Partnership Interests
(the AInterests@) 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 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 of $1,332,470,
representing 5,329.88 Interests, and the funds were
released to the Partnership.

3.	National Realty Management, Inc. (NRMI): The
 Partnership incurred property management fees of $6,651
under an agreement with NRMI for the two quarters ended
June 30, 2002. The Partnership also incurred $95,018 in
the first two quarters of 2002 for the reimbursement of
accounting and administrative expenses incurred by NRMI
 on behalf of the Partnership.

The Partnership subleases a portion of common area
 office space from NRMI under terms of a lease which
expires on August 31, 2002. During the first two quarters
 of 2002, the Partnership incurred lease fees totaling
$4,545, which represents the Partnership=s prorata
portion, based upon space occupied, of NRMI=s monthly
rental obligation.

4. National Development and Investment, Inc. (NDII):
Effective October 1, 2001, all expenses previously
incurred by NDII on behalf of the Partnership will
 be incurred by NRMI, due to the dissolution of NDII
 as of that date.


5.	The mortgage note payable is secured by
 the Amberwood Apartments. The loan bears interest
at a variable rate of interest (based on five year
 treasury securities) plus 2.25% adjustable to 2.35%
 on May 1, 2002. Monthly payments of principal and
interest are due 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 note was repaid in full on January 23,
 2002, in connection with the sale of the Amberwood
Apartments.

6.	In 1992, the Partnership purchased 12 units
 of Amberwood Condominiums from National Real Estate
 Limited Partnership VI (NRELP VI), an affiliated
partnership. The Partnership is contingently liable
 to pay NRELP VI proceeds from a future sale of the
 Amberwood Condominiums as set forth in a Future
 Interest Proceeds Agreement. Upon the future sale
 of Amberwood Condominiums, NRELP VI is entitled to
 receive 50% of the net sales price above $57,500 per
 unit (reduced by normal selling costs) until the
 Partnership earns a cumulative return of 20% on its
 investment. After that, NRELP VI will receive 60% of
the net sales price above $57,500 per unit. Net proceeds
 from the January 23, 2002, sale of Amberwood
 Apartments did not exceed $57,500 per unit; thus,
no payment of proceeds is due NRELP VI.


NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME
PROPERTIES-II
	(A Wisconsin Limited Partnership)
	Management's Discussion and Analysis of
	Financial Condition and Results of Operations
	June 30, 2002


The Partnership owned and operated two investment
properties during the first two quarters of 2002:
 a portion of Cave Creek Lock-It Lockers, containing
38,679 of 46,283 net rentable square feet, located
in Phoenix, Arizona, and Amberwood Apartments, a 56-unit
apartment complex located in Holland, Michigan. On
January 23, 2002, the Partnership sold Amberwood
 Apartments for a gross sale price of $3,350,000.
 On April 26, 2002, the Partnership sold Cave Creek
 Lock-it Lockers Phases II and III for a gross sale
 price of $1,760,096, its portion of the total
gross sale price of $2,080,000 for Phases I, II
 and III.

National Real Estate Limited Partnership Income
 Properties (ANRELP IP@) owned the remaining portion
 of Cave Creek Lock-It Lockers. NRELP IP is a
Wisconsin limited partnership, affiliated with the
 General Partners.

Three and Six Months Ended June 30, 2002 and 2001
As described in Part II, Item 1, Legal Proceedings,
 the Partnership reached a settlement agreement on
 February 11, 2002 that will result in liquidation
 of the Partnership's net assets. Accordingly, on
 December 31, 2001, the Partnership revalued its
 assets and liabilities to the amounts expected
 to be collected and paid during the liquidation
 (please refer to the financial statement footnotes
to the Partnership's annual report for the year
 ended December 31, 2001, for additional details).
As a result, operations for the three and six months
ended June 30, 2002, are reported on the Statement
 of Changes in Net Assets in Liquidation, while
 operations for the three and six months ended June
30, 2001, are reported on a going concern basis on the
 Statement of Operations. The Statement of Changes in
 Net Assets in Liquidation differs from the Statement
 of Operations in that the Partnership no longer
depreciates investment properties, and has recognized
certain Liquidation Basis Adjustments.  As a result of
 these differences, the results of the three and six
months ended June 30, 2002 are not comparable to the
results of the three and six months ended June 30, 2001.

Net assets in liquidation decreased $3,653,632 from
$3,653,632 on December 31, 2001, to $0 on
June 30, 2002. This decrease was due to $(38,228) net
loss for the period, a $3,626,943 liquidating distribution
and $11,539 in adjustments to the liquidation basis
 estimate during the period.

The $11,539 in adjustments to the liquidation basis
 estimate for the six months ended June 30, 2002
consisted of additions to estimated selling costs
for the Cave Creek Lock-it Lockers Phases II & III,


PART II. OTHER INFORMATION AND SIGNATURES

Item 1.  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

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
 distribution 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.

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, and 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 the
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 named as
 nominal defendants in the class action lawsuit,
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'
 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.

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' 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' 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, defe
rred
 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 remaining cash in the settlement fund, as
 described above, will be allocated and distributed
to the limited partners in this partnership and the
 other partnerships participating in this litigation,
based upon a court approved allocation formula.
The portion of the Settlement Fund allocable to the
 limited partners of this partnership is estimated
to be $163,778.  Upon completion of all litigation
 matters, these funds will be disbursed to the limited
partners directly from the Settlement Fund.  These
 funds are not the property of the Partnership entity
 and, accordingly, are not reflected as an asset in
 the accompanying financial statements and will not
 flow through the Partnership's books.

The timing of distributions to limited partners
will be largely dependent on the amount of time
 necessary to resolve all issues.  Once the Partnership's
property is sold and the sales proceeds distributed,
the Partnership will be terminated. The monetary
impact of these matters has been estimated, and is
 presented in the statement of net assets in liquidation
 as 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.  Upon
termination, the amount of the reserves shown for such
 attorney fees and liquidation expenses will be
transferred to a non-interest bearing liquidating
trust fund.  If any amount remains in the trust
 fund after payment of all liquidation expenses
and attorney fees, it will be added to the Settlement
 Fund.




Item 2.  Changes in Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of
 Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

The sale of the partnership property Amberwood
 Apartments was reported on Form 8-K filed on
February 7, 2002.

The sale of the partnership property Cave Creek
Lock-it Lockers Phases II and III was reported
 on Form 8-K filed on May 21, 2002.

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

_______ __  /S/John Vishnevsky
John Vishnevsky
President and Chief Operating and

			Executive Officer

		National Development and
 Investment, Inc.

				Corporat
e General Partner



Date

_________  /S/John Vishnevsky
 John Vishnevsky

		Chief Financial and Accounting
Officer





Date

_________ /S/Stephen P. Kotecki

				Stephen P.
Kotecki


		        	     President

		                  EC Corp

		Corporate General Partner













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



	  		John Vishnevsky

		President and Chief Operating and

		Executive Officer
National Development and Investment, Inc.

	Corporate General Partner



Date


John Vishnevsky

		Chief Financial and Accounting
Officer



Date


Stephen P. Kotecki

			      President

				      EC Corp


	Corporate General Partner













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