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UNITED
    STATES
 SECURITIES
    AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
 FORM
    10-Q
  (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, 2008.
  OR
  o
    TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934  For the
    transition period from
    
    to
     .
  Commission file
    no. 0-16190
  DEL
    TACO RESTAURANT PROPERTIES II
 a California
    limited partnership
 (Exact
    name of registrant as specified in its charter)
  California

33-0064245(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)25521 Commercentre Drive, Lake Forest, California

92630(Address of principal executive
    offices)

(Zip Code)   (949) 462-9300
 (Registrants
    telephone number, including area code)
  Indicate by check
    mark whether the registrant (1) has filed all reports
    required to be filed by Section 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.  Yes þ  No o
  Indicate by check
    mark whether the registrant is a large accelerated filer, an
    accelerated filer, a non-accelerated filer, or a smaller
    reporting company. See the definitions of large
    accelerated filer, accelerated filer and
    smaller reporting company in
    Rule 12b-2
    of the Exchange Act. (Check one):
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller reporting
    company o (Do
    not check if a smaller reporting company)
  Indicate by check
    mark whether the registrant is a shell company (as defined in
    Rule 12b-2
    of the Exchange
    Act).  Yes o  No þ




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##### 



DEL TACO RESTAURANT PROPERTIES II
 PAGE NUMBERPART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheets at June 30, 2008 (Unaudited) and December 31, 2007
    
    3Condensed Statements of Income for the three and six months ended June 30, 2008 and 2007 (Unaudited)
    
    4Condensed Statements of Cash Flows for the six months ended June 30, 2008 and 2007 (Unaudited)
    
    5Notes to Condensed Financial Statements (Unaudited)
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    9Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    11Item 4T. Controls and Procedures
    
    12PART II. OTHER INFORMATIONItem 6. Exhibits
    
    13SIGNATURE
    
    14EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  -2-




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PART I. FINANCIAL INFORMATION
 
 ITEM I. FINANCIAL STATEMENTS
 DEL TACO RESTAURANT PROPERTIES II
 
 CONDENSED BALANCE SHEETS
 June 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)ASSETSCURRENT ASSETS:Cash
    
    $
    168,839
    
    
    $
    170,340Receivable from Del Taco LLC
    
    
    47,441
    
    
    
    45,631Deposits
    
    
    1,921
    
    
    
    1,534Total current assets
    
    
    218,201
    
    
    
    217,505PROPERTY AND EQUIPMENT:Land and improvements
    
    
    1,806,006
    
    
    
    1,806,006Buildings and improvements
    
    
    1,238,879
    
    
    
    1,238,879Machinery and equipment
    
    
    898,950
    
    
    
    898,9503,943,835
    
    
    
    3,943,835Lessaccumulated depreciation
    
    
    2,033,646
    
    
    
    2,015,9481,910,189
    
    
    
    1,927,887$
    2,128,390
    
    
    $
    2,145,392LIABILITIES AND PARTNERS EQUITYCURRENT LIABILITIES:Payable to limited partners
    
    $
    34,356
    
    
    $
    35,481Accounts payable
    
    
    21,716
    
    
    
    13,994Total currentliabilities
    
    
    56,072
    
    
    
    49,475PARTNERS EQUITY:Limited partners; 27,006 units outstanding at June 30, 2008
and December31,2007
    
    
    2,100,646
    
    
    
    2,124,009General partner-Del Taco LLC
    
    
    (28,328
    )
    
    
    (28,092
    )2,072,318
    
    
    
    2,095,917$
    2,128,390
    
    
    $
    2,145,392
  -3-




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DEL TACO RESTAURANT PROPERTIES II
 
 CONDENSED STATEMENTS OF INCOME
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007RENTAL REVENUES
    
    $
    142,998
    
    
    $
    150,528
    
    
    $
    278,033
    
    
    $
    294,324EXPENSES:General and administrative
    
    
    12,385
    
    
    
    12,362
    
    
    
    53,886
    
    
    
    53,267Depreciation
    
    
    8,849
    
    
    
    8,849
    
    
    
    17,698
    
    
    
    20,35921,234
    
    
    
    21,211
    
    
    
    71,584
    
    
    
    73,626Operating income
    
    
    121,764
    
    
    
    129,317
    
    
    
    206,449
    
    
    
    220,698OTHER INCOME:Interest
    
    
    217
    
    
    
    817
    
    
    
    699
    
    
    
    1,574Other
    
    
    3,100
    
    
    
    550
    
    
    
    3,575
    
    
    
    1,300Net income
    
    $
    125,081
    
    
    $
    130,684
    
    
    $
    210,723
    
    
    $
    223,572Net income per limited
partnership unit (note 2)
    
    $
    4.59
    
    
    $
    4.79
    
    
    $
    7.72
    
    
    $
    8.20Number of units used in computing
per unit amounts
    
    
    27,006
    
    
    
    27,006
    
    
    
    27,006
    
    
    
    27,006
  -4-




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DEL TACO RESTAURANT PROPERTIES II
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Six Months EndedJune 30,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    210,723
    
    
    $
    223,572Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation
    
    
    17,698
    
    
    
    20,359Changes in operating assets and liabilities:Receivable from Del Taco LLC
    
    
    (1,810
    )
    
    
    (1,264
    )Deposits
    
    
    (387
    )
    
    
    152Payable to limited partners
    
    
    (1,125
    )
    
    
    (5,346
    )Accounts payable
    
    
    7,722
    
    
    
    (3,656
    )Net cash provided by operating activities
    
    
    232,821
    
    
    
    233,817CASH FLOWS FROM FINANCING ACTIVITIES:Cash distributions to partners
    
    
    (234,322
    )
    
    
    (266,096
    )Net decrease in cash
    
    
    (1,501
    )
    
    
    (32,279
    )Beginning cash balance
    
    
    170,340
    
    
    
    189,410Ending cash balance
    
    $
    168,839
    
    
    $
    157,131
  -5-




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DEL TACO RESTAURANT PROPERTIES II
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
 UNAUDITED
 NOTE 1
- BASIS OF PRESENTATION
  NOTE
2 -  NET INCOME PER LIMITED PARTNERSHIP UNIT
   -6-




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DEL TACO RESTAURANT PROPERTIES II
 NOTES
TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
 UNAUDITED
 NOTE 3
-  LEASING ACTIVITIES
    NOTE 4
- TRANSACTIONS WITH DEL TACO
    -7-




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DEL TACO RESTAURANT PROPERTIES II
 NOTES
TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
 FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
 UNAUDITED
 NOTE 5
- DISTRIBUTIONS
  NOTE 6
- PAYABLE TO LIMITED PARTNERS
  NOTE 7
- CONCENTRATION OF RISK
   -8-




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Liquidity and Capital Resources
   Results of Operations
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Bear Valley Rd., Victorville, CA
    
    $
    24,869
    
    
    $
    24,501
    
    
    $
    48,358
    
    
    $
    48,339West Valley Blvd., Colton, CA
    
    
    32,767
    
    
    
    32,514
    
    
    
    63,838
    
    
    
    64,872Palmdale Blvd., Palmdale, CA
    
    
    17,066
    
    
    
    19,232
    
    
    
    32,993
    
    
    
    37,329DeAnza Country Shopping Center, Pedley, CA
    
    
    34,733
    
    
    
    37,673
    
    
    
    65,421
    
    
    
    73,481Varner Road, Thousand Palms, CA
    
    
    33,563
    
    
    
    36,608
    
    
    
    67,423
    
    
    
    70,303Total
    
    $
    142,998
    
    
    $
    150,528
    
    
    $
    278,033
    
    
    $
    294,324
  -9-




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations -
continued
  Percentage of TotalGeneral & Administrative ExpenseThree Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Accounting fees
    
    
    46.99
    %
    
    
    50.30
    %
    
    
    77.27
    %
    
    
    75.50
    %Distribution of information
to limited partners
    
    
    53.01
    %
    
    
    49.70
    %
    
    
    22.73
    %
    
    
    24.50
    %100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %
   Significant Recent Accounting Pronouncements
  Off Balance Sheet Arrangements
  -10-




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations -
continued
 Critical Accounting Policies and Estimates
  Revenue Recognition:
 Property and Equipment:
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
  -11-




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Item 4T. Controls and Procedures
 (a)
    
    Evaluation of disclosure controls and procedures:
  (b)
    
    Changes in internal controls:
  (c)
    
    Asset-backed issuers:
  -12-




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PART II. OTHER INFORMATION
  
  (a)
    
    Exhibits
 31.1
    
    Shirlene Lopezs Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Steven L. Brakes Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
 
 -13-




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SIGNATURE
  DEL TACO RESTAURANT PROPERTIES II
(a California limited partnership)
Registrant
Del Taco LLC
General PartnerDate: August 14, 2008
    /s/ Steven L. BrakeSteven L. BrakeTreasurer -14-




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EXHIBIT
INDEX
 Exhibit
    
    Description31.1
    
    Shirlene Lopezs Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Steven L. Brakes Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
 -15-