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, 1997

(     )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)

                       9800 West Bluemound Road, Wauwatosa, Wisconsin  
53226-4353                     (Address of principal executive offices)

(414) 453-3498
(Issuer's telephone number)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 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           

<PAGE>NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES-II




INDEX




Page

 PART I. FINANCIAL INFORMATION

     Balance Sheet (unaudited) - June 30, 1997
          and December 31, 19962

     Statement of Operations (unaudited) - Three and six months
          ended June 30, 1997 and 19963

     Statement of Cash Flows (unaudited) -
          Six months ended June 30,1997 and 19964

     Notes to Financial Statements (unaudited)5-6

     Management's Discussion and Analysis of
          Financial Condition and Results of Operation7


PART II. OTHER INFORMATION AND SIGNATURES8-9

<PAGE>NATIONAL REAL ESTATE LIMITED PARTNERSHIP                         
INCOME PROPERTIES-II                         
(A Wisconsin Limited Partnership)                         
Balance Sheet                         
(Unaudited)                         
          June 30,          December 31,
          1997          1996     
ASSETS                         
                         
  Current Assets:                         
     Cash     $     475,794     $     442,747     
     Escrow and other deposits (Note 5)          11,961          0     
     Accounts receivable and other assets          1,666          5,600     
  Other Assets:                         
     Investment properties, at cost                         
        Land          516,590          516,590     
        Buildings and improvements          4,151,846          4,151,846     
                          
          4,668,436          4,668,436     
        Less accumulated depreciation          1,334,935          
1,267,441     
                         
          3,333,501          3,400,995     
                         
  Intangible Assets:                         
   Debt issue costs, net of accumulated amortization               
        of $5720 as of December 31, 1996 and                    
        $3,700 as of December 31, 1995          31,724          337     
                         
     $     3,854,647     $     3,849,679     
                         
LIABILITIES AND PARTNERS' CAPITAL                         
                         
Liabilities:                         
     Accrued expenses and other liabilities      $     19,313     $     
5,128     
     Tenant security deposits          29,155          22,380     
     Mortgage notes payable (Note 6)          548,913          448,021     
     Rent received in advance          15,331          13,716     
                         
          612,712          489,245     
Partners' Capital (Note 3):                         
     General Partners (deficit)          34,732          36,009     
     Limited Partners                          
     (authorized----40,000 Interests;          3,207,203          
3,324,425     
     outstanding--20,653.69)                          
          3,241,935          3,360,434     
                         
     $     3,854,647     $     3,849,679     
     See notes to financial statements.                        
<PAGE>NATIONAL REAL ESTATE LIMITED PARTNERSHIP                     
INCOME PROPERTIES-II                    
(A Wisconsin Limited Partnership)                    
Statement of Cash Flows                             
(Unaudited)                    
          Three Months Ended
          June 30,          
          1997          1996
Operating Activities:                    
         Net income (loss) for the period     $     (25,559)     $     30,986
      Adjustments to reconcile net loss to                    
       net cash used in operating activities:               
          Depreciation and amortization          67,494          70,605
          Amortization of debt issue costs          (31,388)          1,010
          Gain on retirement of personal property     0          0
      Changes in operating assets and                    
        liabilities:                    
          Escrow deposits and other assets          (8,027)           8,901
          Rents received in advance          1,615          3,508
          Accrued expenses and other liabilities     14,185          13,631
          Tenant security deposits          6,775          1,540
          Accrued real estate taxes                    0               0
                    
               NET CASH PROVIDED BY (USED IN)               
                 OPERATING ACTIVITIES          25,095          130,181
                    
Investment activity:                    
          Additions to investment property          0          (1,786)
                    
Financing activities:                    
          Distributions to partners          (92,942)          (92,942)
          Proceeds from mortgage note payable     0           0
          Payments on mortgage note payable     100,892          (22,000)
                
        NET CASH PROVIDED BY FINANCING                    
        ACTIVITIES          7,950          (114,942)
                    
        INCREASE (DECREASE) IN CASH          33,046          13,453
                    
        Cash at beginning of period          448,347          478,326
                    
        CASH AT END OF PERIOD     $     481,393     $     491,779
                    
          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          Six  Months Ended
          June 30,                    30          
            1997          1996          1997          1996
Income:                                         
     Operating Income     $     181,041     $     185,437     $     
347,705     $     356,560
                                        
          181,041          185,437          347,705          356,560
Operating expenses:                                        
     Operating          130,910          81,992          219,525          
174,127
     Administration          33,272          31,288          79,217          
67,772
     Depreciation and amortization          3,378          35,808          
68,630          71,615
     Interest (Note 6)          12,542          11,877          
19,632          24,496
                                        
          180,102          160,965          387,004          338,010
                                        
Income (Loss) from operations          939          24,472          
(39,298)          18,550
                                        
Other income (expense):                                        
     Interest and other income          8,008          4,216          
13,740          12,436
                                        
        Net Income/(Loss)     $     8,947     $     28,688          
(25,559)          30,986
                                        
Net Income/(Loss) attributable to                                        
     General Partners (5%)     $     447     $     1,434          
(1,278)          1,549
Net Income/Loss attributable to                                        
     Limited Partners (95%)     $     8,500     $     27,254          
(24,281)          29,435
     Per Limited Partnership                                        
       Interest outstanding-20,653.69     $     0.41     $     1.32          
(1.18)          1.43
                                        
     See notes to financial 
statements.                                        
<PAGE>NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES-II
(A Wisconsin Limited Partnership)
Notes to Financial Statements
(Unaudited)
June 30, 1997

 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, 1996. 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, 1997 
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      General
                                                  Partners        
Partners         Total   
     Quarter Ended June 30, 1997 
     Partners' Equity, beginning of quarter               $3,294,662           
$34,442          $3,329,104 
     Distributions                                   (46,471)          - 
-                (46,471)
     Net Income (Loss)                                 (24,281)            
(1,278)             (25,559)
     Partners' Equity, end of quarter                    $3,223,910           
$33,164          $3,257,074 
 
     Quarter Ended June 30, 1996
     Partners' Equity, beginning of quarter               $3,419,858           
$33,694          $3,453,552 
     Distributions                                (46,471)               - 
-         (46,471)   
     Net Income (Loss)                                   27,254              
1,434               28,688 
     Partners' Equity, end of quarter                    $3,400,641           
$35,128          $3,435,769 

4.National Realty Management, Inc. (NRMI): The Partnership incurred property 
management fees of $17,760 under an agreement with NRMI for the six month 
period ended June 30, 1997.

5.The mortgage note payable is secured by Amberwood Apartments. The loan of 
$550,000 originated on April 16, 1997, and has a 10 year maturity with 
payments based on a 25 year amortization. The loan has an interest rate of 
8.4%, fixed for the first five years, then adjustable to a new fixed rate for 
the remaining five years. Maturities of the mortgages for 1997 and 1998 are 
$452,463 and $7,145, respectively.

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 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 ne
t sales price above $57,500 per unit.


<PAGE>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, 1997

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. NRELP-IP is a Wisconsin 
limited partnership, 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, such as 
fireplaces and attached garages.

Amberwood's occupancy rate for the second quarter of 1997 was 80.14%. Cave 
Creek Lock-It Lockers' occupancy during the same period was 94.51% based on 
net rentable square footage. During the comparable period in 1996 occupancy 
rates were 99.4% for Amberwood and 95.44% for Cave Creek Lock-It Lockers. 
Amberwood's lower occupancy can partially be attributed to increased 
competition from new townhouses built in the area. These new units are in 
direct competition to Amberwood's three bedroom units. To remain competitive, 
the rental rate for three bedroom units was lowered about $50.

Total operating revenues for Cave Creek Lock-It Lockers in 1997 are in line 
with the comparable period of 1996. Total operating revenue for Amberwood 
Apartments decreased due to higher vacancies. Operating expenses have 
increased over the same quarter of 1996 due to increased maintenance expense 
at Amberwood Apartments. Cave Creek Lock-It Lockers has upgraded the computer 
system. Interest expense remained in line with the same quarter of 1996.

The distributions have remained $2.25 per share per quarter and totaled 
$46,470.80 for the second 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 June 30, 
1997.<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        /August 1, 1997                    /S/        John 
Vishnevsky              
                                        John Vishnevsky
                                   President and Chief Operating and
                                                 Executive Officer
                                National Development and 
Investment,                                              Inc.
                                             Corporate General Partner


Date       /S/August 1, 1997                /S/        John 
Vishnevsky              
                                              John Vishnevsky
                                      Chief Financial and Accounting Officer



Date       /S/August 1, 1997                               Stephen P. 
Kotecki            
                                             Stephen P. Kotecki
                                                   President 
                                                      EC Corp
                                           Corporate General Partner





<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        August 1, 
1997                                                                            
 
                                                      John Vishnevsky
                                        President and Chief Operating and
                                                   Executive Officer
                                  National Development and Investment, Inc.
                                Corporate General Partner



Date        August 1, 
1997                                                                            
                                                John Vishnevsky
                                      Chief Financial and Accounting Officer



Date        August 1, 
1997                                                                            

                                        Stephen P. Kotecki
                                                   President 
                                                    EC Corp
                                       Corporate General Partner














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