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 March 31, 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
     (State or other jurisdiction ofincorporation or
     organization)                                     
     
     39-1553195        
     (I.R.S. Employer 
     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) - March 31, 1997
     and December 31, 1996 . . . . . . . . . . . . . .2
     
     Statement of Operations (unaudited) - Three months
     ended March 31, 1997 and 1996 . . . . . . . . . .3
     
     Statement of Cash Flows (unaudited) -
     Three months ended March 31, 1997 and 1996. . . .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)    
     
                           March 31,         December 31,
                              1997                1996
     ASSETS    
     
     Current Assets:     
     Cash                $    408,464        $    442,747
     Escrow and other deposits (Note 5)
                              11,817                   0
     Accounts receivable and other assets
                              5879                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
                              1,332,187           1,267,441
     
                              3,336,249           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
                              (168)               337
     
                         $    3,762,240      $    3,849,679
     
     LIABILITIES AND PARTNERS' CAPITAL
     
     Liabilities:
     Accrued expenses and other liabilities
                         $    (2,146)        $    5,128
     Tenant security deposits
                              23,622              22,380
     Mortgage notes payable (Note 6)
                              440,687             448,021
     Rent received in advance
                              19,165              13,716
     
                              481,329             489,245
     Partners' Capital (Note 3):   
     General Partners (deficit)
                              34,363              36,009
     Limited Partners
     (authorized----40,000 Interests;
                              3,246,547           3,324,425
     outstanding--20,653.69)
                              3,280,547           3,360,434
     
                         $    3,762,240      $    3,849,679
     
     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
                                        March 31,
                         1997           1996
     
     Income:
     Operating Income    $166,664       $171,122
     
                         $166,664       $171,122
     
     
     Operating expenses:
     Operating           88,616         92,135
     Administration      45,945         36,484
     Depreciation and amortization
                         65,252         12,619
     Interest (Note 6)
                         7,090          12,619
     
                         206,902        177,045
     
     Income (Loss) from operations
                         (40,238)       (5,923)
     
     
     Other income (expense):
     Interest and other income
                         (7,314)        8,220
     Net Income/(Loss)
               $         (32,923)       $2,297
     
     Net Income/(Loss) attributable to
     General Partners (5%)
                    $    (1,646)        $115
     Net Income/Loss attributable to
     Limited Partners (95%)
                    $    31,277         $2,182
     Per Limited Partnership
     Interest outstanding-20,653.69
                    $    (1.51)         $0.11
     
     
     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
                                        March 31,
                              1997                1996
     Operating Activities:
     Net income (loss) for the period
                         $    (32,923)       $    2,297
     Adjustments to reconcile net loss to
     net cash used in operating activities:
     Depreciation and amortization
                              64,747              35,303
     Amortization of debt issue costs
                              505                 505
     Gain on retirement of
     personal property             0                   0
     Changes in operating assets and
     liabilities:
     Escrow deposits and other assets
                              (12,096)            1,207
     Rents received in advance
                              5,449               3,398
     Accrued expenses and other liabilities
                              (7,274)             123
     Tenant security deposits
                              1,242               750
     Accrued real estate taxes
                              0                   0
     
     NET CASH PROVIDED BY (USED IN)
     OPERATING ACTIVITIES
                              19,650              43,583
     
     Investment activity:
     Additions to investment property
                                   0              (1,786)
     
     Financing activities:
     Distributions to partners
                              (46,471)            (46,471)
     Proceeds from mortgage note payable
                              0                   0
     Payments on mortgage note payable
                              (7,334)             (11,000)
     
     NET CASH PROVIDED BY FINANCING
     ACTIVITIES               (53,804)            (57,471)
     
     INCREASE (DECREASE) IN CASH
                              (34,155)            (57,674)
     
     Cash at beginning of period
                              448,347             478,326
     CASH AT END OF PERIOD
                              $414,192            $462,652
     
     See notes to financial statements.
     
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME
     PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Notes to Financial Statements
     (Unaudited)
     March 31, 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 March
               31, 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 PARTNERS
     Quarter Ended March 31, 1997
     Partner's Equity, beginning of quarter     $3,372,410
     Distributions                                         (46,471)
     Net Income (Loss)                                     (31,277)
     Partners' Equity, end of quarter           $3,294,662
     
     Quarter Ended March 31, 1996
     Partner's Equity, beginning of quarter     $3,477,842
     Distributions                                         (30,981)
     Net Income (Loss)                                     33,807
     Partners' Equity, end of quarter           $3,480,668
     
     
     GENERAL PARTNERS
     Quarter Ended March 31, 1997
     Partner's Equity, beginning of quarter     $36,088
     Distributions                                         --
     Net Income (Loss)                                     (1,646)
     Partners' Equity, end of quarter           $34,442
     
     Quarter Ended March 31, 1996
     Partner's Equity, beginning of quarter     $25,333
     Distributions                                         --
     Net Income (Loss)                                     1,779
     Partners' Equity, end of quarter           $27,132
     
     
     TOTAL
     Quarter Ended March 31, 1997
     Partner's Equity, beginning of quarter     $3,408,498
     Distributions                                         (46,471)
     Net Income (Loss)                                     (32,923)
     Partners' Equity, end of quarter           $3,329,104
     
     Quarter Ended March 31, 1996
     Partner's Equity, beginning of quarter     $3,503,175
     Distributions                                         (30,981)
     Net Income (Loss)                                     (35,606)
     Partners' Equity, end of quarter           $3,507,800
     
     4.     National Realty Management, Inc. (NRMI): The
                 Partnership incurred property management fees of
                 $9,310 under an agreement with NRMI for the three
                 month period ended March 31, 1997.
     
     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 was to mature on March 1, 1997,
                 and our lender agreed to extend the note until we
                 obtain refinancing of the mortgage for $550,000 by
                 April 18, 1997. The loan will have a 10 year
                 maturity with monthly payments based on a 25 year
                 amortization. The loan will have an interest rate
                 of approximately 9%, 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 based on the current accrual
                 rate are as follows: $451,532 and $9,917.
     
     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 net 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
     March 31, 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.
     
     Amberwood's occupancy rate for the first quarter of
     1997 was 80.06%. Cave Creek Lock-It Lockers' occupancy
     during the same period was 94.99% based on net rentable
     square footage. During the comparable period in 1996
     occupancy rates were 90.77% for Amberwood and 92.33%
     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 these 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
     and Cave Creek Lock-It Lockers. Interest expense
     remained in line with the same quarter of 1996.
     
     The distributions have increased to $2.25 per share per
     quarter and totaled $46,470.80 for the first quarter.
     These distributions are required to be allocated 100%
     to the Limited Partners, as outlined in the prospectus.
     
     The Amberwood note was to mature on March 1, 1997, and
     our lender agreed to extend the note until we obtain
     refinancing. Management is working to finalize
     refinancing of the mortgage for $550,000 by April 18,
          1997.<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
          March 31 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
     (Registrant)
     
     
     
     
     Date        /S/April 18, 1997            
     
     /S/        John Vishnevsky              
     ________________________________
     John Vishnevsky
     President and Chief Operating and
     Executive Officer
     National Development and Investment, Inc.
     Corporate General Partner
     
     
     Date       /S/April 18, 1997             
     /S/        John Vishnevsky 
     __________________________________
     John Vishnevsky
     Chief Financial and Accounting Officer
     
     Date       /S/April 18, 1997             
     Stephen P. Kotecki            
     __________________________________
     Stephen P. Kotecki
     President 
     EC Corp
     Corporate General Partner
     
     
     
     
     
     
     
     
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