Exhibit 31.2

**CERTIFICATION**

I, Stephen B. Waters,certify that:

1.    I havereviewed this annual report on Form 10-K of Drexel Burnham Lambert Real EstateAssociates II;

2.    Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto the period covered by this report; 

 

3.    Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periodspresented in this report; 

 

4.    The registrant's othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

 

(a)   Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared; 

 

(b)   Designed such internalcontrol over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles;

 

(c)   Evaluated the effectivenessof the registrant's disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and 

 

(d)   Disclosed in this report anychange in the registrant's internal control over financial reporting thatoccurred during the registrant's most recent fiscal quarter (the registrant'sfourth fiscal quarter in the case of an annual report) that has materiallyaffected or is reasonably likely to materially affect, the registrant's internalcontrol over financial reporting; and 

 

5.    The registrant's othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant's auditors andthe audit committee of the registrant's board of directors (or personsperforming the equivalent functions): 

 

(a)   All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize andreport financial information; and 

 

(b)   Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant's internal control over financial reporting.

 

Date:  March 23, 2009

/s/Stephen B.Waters

Stephen B. Waters

Vice President of DBLProperties Corporation, equivalent of the chief financial officer of thePartnership