FORM 10KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
                             SECTION 13 OR 15(D)
                 (AS LAST AMENDED BY 34-31905, EFF. 4/26/93)

                                 FORM 10-KSB

[X]  Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
     1934 [No Fee Required]

                 For the fiscal year ended December 31, 1996
                                      or

[ ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 [No Fee Required]

                For the transition period.........to.........

                        Commission file number 2-85829

               DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
                (Name of small business issuer in its charter)

      New York                                                 13-3202289
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

850 Third Avenue, Nineteenth Floor
New York, New York                                              10022
(Address of principal executive offices)                      (Zip Code)

                   Issuer's telephone number (212) 822-2246

        Securities registered under Section 12(b) of the Exchange Act:

                                     None

        Securities registered under Section 12(g) of the Exchange Act:

                    Units of Limited Partnership Interest
                               (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year:  $1,824,269

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1996 - Not Applicable.

                     DOCUMENTS INCORPORATED BY REFERENCE
1.Portions of the Prospectus of Registrant dated December 30, 1983  (included
  in Registration Statement, No. 2-85829, of Registrant) are incorporated by
  reference into Parts I and III.


                                       PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Drexel Burnham Lambert Real Estate Associates II (the "Partnership" or
"Registrant") is a limited partnership which was formed on November 2, 1983,
pursuant to the Partnership Law of the State of New York.  The Partnership is
engaged in the business of acquiring, operating and holding real properties for
investment.  The Partnership acquired five properties during 1984 and 1985 and
has been operating them since that time with the exception of the Sheraton Inn
(a two-thirds interest in a joint venture), Table Mesa (one-half interest in a
joint venture) and the 123 Office Building (a 22.47% interest), which was sold
on March 14, 1994, in a foreclosure proceeding.  SP Associates ("SPA"), a joint
venture between the Partnership and Coreal N.V., Inc. acquired the Sheraton Inn
on May 7, 1985.  In October 1992, SPA admitted a new investment group into the
Joint Venture.  The new investment group has the exclusive authority to manage
the operations and affairs and to make all decisions regarding the business.
SPA has entered into an agreement to sell the Hotel for $6,300,000 to CapStar
Management Company, L.P. ("CapStar"), the Hotel's management company.  The
closing date shall be no later than March 20, 1997.  A $750,000 nonrefundable
deposit is required, as is payment of interest on the sales price at the prime
rate.  In addition, CapStar shall be entitled to collect and retain all accrued
receivables and shall assume all outstanding payables, as defined, with respect
to the Hotel as of December 31, 1996.  It is expected that the proceeds from the
sale of the Hotel will be used first to satisfy the $3,963,777 mortgage payable
on the Hotel and that the balance will be paid to Almanzil in accordance with
the terms of the joint venture agreement.  As the result of the sale, the
Partnership will be relieved of its share of the recourse liabilities of SPA.
Therefore, the Partnership is expected to recognize an extraordinary gain of
approximately $812,291 in its 1997 statement of operations.

Commencing in February 1984 pursuant to the Prospectus, the Partnership offered
$20,000,000 in Limited Partnership Interests (the "Interests").  A total of
37,273 Interests were sold to the public at $500 per Interest.  The offering
closed on October 10, 1984.  No Limited Partner has made any additional capital
contribution after that date.  The Limited Partners of the Partnership share in
the benefits of ownership of the Partnership's real property investments
according to the number of Interests held.

The Interests were registered under the Securities Act of 1933 via Registration
Statement No. 2-85829 (the "Registration Statement").  Reference is made to the
Prospectus of registrant dated December 30, 1983 (the "Prospectus") contained in
said Registration Statement, which is incorporated herein by reference thereto.

A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.

The business in which the Partnership is engaged is highly competitive and the
Partnership is not a significant factor in its industry.  The Partnership's
remaining investments in real property are subject to competition from similar
properties in the vicinity in which they are located.

The terms of agreements between the Partnership and affiliates of the General
Partner of the Partnership are set forth in "Item 12" below to which reference
is hereby made for a description of such terms.

All of the outstanding stock of the General Partner is owned by Wynnewood
Company, Inc. ("Wynnewood"), a corporation which is owned by the principal
operating officer of the General Partner.

The Partnership had no employees as of December 31, 1996.  Management and
administrative services are performed by Wynnewood, the General Partner, and by
IFGP Corporation ("Insignia") and affiliates.  Pursuant to a management
agreement between them, Insignia affiliates provide property management
services, partnership administration, and registrar and transfer services to the
Partnership.


Item 2.     Description of Properties

The following table sets forth the Registrant's investments in properties:

                                Date of
    Property                   Purchase     Type of Ownership          Use

Wendover Business Park        04/01/84   Fee ownership subject  Office/Warehouse
  Phase II                               to first mortgage      80,410 sq.ft.
  Greensboro, NC

Presidential House Apartments 10/22/84   Fee ownership subject  Apartments
  North Miami Beach, FL                  to first mortgage      203 units

Schedule of Properties:

                        Gross
                       Carrying    Accumulated                   Federal
Property                 Value     Depreciation     Rate        Tax Basis

Wendover II         $ 4,232,859   $ 2,099,666     3-25 yrs   $   871,807
Presidential House    7,400,206     4,963,571    5-31.5 yrs    2,371,600

                    $11,633,065   $ 7,063,237                $ 3,243,407

See "Note 2" of the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.  Depreciation of real and personal
property is being computed on straight-line and accelerated methods over
estimated service lives.

Schedule of Mortgages and Note Payable:

                     Principal                                     Principal
                    Balance At    Stated                            Balance
                   December 31,  Interest    Period     Maturity    Due At
     Property          1996        Rate    Amortized      Date     Maturity

Wendover II       $ 1,260,436      7.75%    20 years    02/01/01  $1,091,466
Presidential House  3,459,235      8.00%    20 years    08/01/00   3,047,227

     Total        $ 4,719,671                                     $4,138,693

Schedule of Rental Rates and Occupancy:


                            Average Annual             Average Annual
                             Rental Rates                 Occupancy
                           1996          1995              1996      1995

Wendover II           $6.32/sq.ft.   $6.39/sq.ft.          91%        90%
Presidential House    $6,713/unit    $6,535/unit           97%        97%

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive.  All of the properties of the Partnership are subject to
competition from other residential apartment complexes, retail space and
commercial buildings in the areas in which they operate.  Management believes
that all of the properties are adequately insured. The multi-family residential
property's lease terms are for one year or less.  No residential or commercial
tenant leases 10% or more of the available rental space.

The following is a schedule of the lease expirations by property for the years
1997-2005:

                    Number of                                 % of Gross
   Wendover II     Expirations   Square Feet   Annual Rent   Annual Rent

      1997              7         27,427      $ 158,800         35.1%
      1998              8         24,534        154,209         34.1%
      1999              5         20,847        120,712         26.7%
    2000-2005          --             --             --           --

In addition, one tenant, who rents their space on a month-by-month basis,
occupied 3,510 square feet and contributed annual lease payments of $11,992 or
approximately 2.65% of gross annual rent for 1996.

Schedule of Real Estate Taxes:

                                                    1996           1995

Wendover II                                     $ 49,766       $ 54,724
Presidential House                               143,217        143,985


ITEM 3.  LEGAL PROCEEDINGS

The Partnership is not a party to, nor are any of its properties subject to, any
material pending legal proceedings.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth
quarter of 1996.


                                      PART II


ITEM 5.    MARKET FOR THE PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

As of December 31, 1996, the Partnership included approximately 1,718 limited
partners, holding a total of 37,273 Interests, and one General Partner.  No
public trading market has developed for the Interests and it is not anticipated
that such a market will develop in the future.

Cash distributions were made quarterly from April 1985 until October 1987 and
then were suspended until the December 1989 distribution of $5.00 per Interest.
In December 1995 the General Partner approved a cash distribution to the Limited
Partners in the amount of $279,548 ($7.50 per Interest) which was paid in
February 1996.  A cash distribution of $279,548 was also declared in December
1996 to be paid in March 1997.  As of December 31, 1996, the remaining unpaid
preferred return arrearage totaled $13,119,480 or $351.98 per interest.
Reference is made to "Item 6" for a description of liquidity and capital
resources.


ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

For the year ended December 31, 1996, the Partnership realized a net loss of
$89,038 compared to a net loss of $289,039 for the corresponding period of 1995.
The decrease in net loss is primarily attributable to a decrease in equity loss
recognized on the SPA joint venture.  The Partnership has limited the equity in
the loss of SPA joint venture to the Partnership's share of recourse
liabilities.  The Partnership reached its limit in the loss of the SPA joint
venture with the recognition of a $96,983 loss in 1995.  No similar loss has
been recognized in 1996 (see "Note 3" of the Notes to Financial Statements).  In
addition, the decrease in net loss was impacted by an increase in rental
revenues and a decrease in depreciation expense.  Rental revenue increased due
to Presidential House raising rental rates in 1996.  Depreciation expense
decreased as a result of a depreciation rate change under ACRS from 5% to 4%.

Effective in 1996, the Partnership accounts for its 50% investment in Table Mesa
using the equity method.  The Partnership had previously accounted for its 50%
share in the assets, liabilities, revenues and expenses on a pro-rata basis.
The 1995 statements of operations and cash flows have been restated to present
the Partnership's 50% investment in Table Mesa using the equity method.  There
was no change in the Partnership's net loss and Partner's equity for the year
ended 1995; however, the balance of cash and cash equivalents at December 31,
1995, was reduced by $83,082 and cash paid for interest for the year ended 1995
was reduced by $390,970 as the result of this restatement.

Liquidity and Capital Resources

At December 31, 1996, the Partnership had cash on hand (including shares of
money market funds) of $674,942.  The present cash reserves of the Partnership
are believed to be adequate for the foreseeable needs of the Partnership.

Occupancy remains favorable at all of the Partnership's properties other than
normal tenant rollover.  The Table Mesa shopping center and Presidential
Apartments have occupancy levels approximating 95% while Wendover Business Park
Phase II is 91% occupied.  The Table Mesa Joint Venture is discussing the
refinancing or extension of the existing first mortgage which matures in early
1998.  The Hotel owned by SP Associates in Cherry Hill, New Jersey, is currently
under contract of sale.  At the projected sales proceeds, it is not expected
that the Partnership will receive any of the proceeds.

Other than normal leasing and capital improvement programs the partnership has
not entered into any material commitments for capital expenditures at any of its
properties as of December 31, 1996.  In March of 1997, the Partnership paid a
distribution to it limited partners of $7.50 per unit or a total of $279,548.

Inflation

Inflation in the future may increase rental revenues as well as operating
expenses, all subject to general market trends.  Certain Table Mesa and Wendover
II leases provide for rent increases based upon the Consumer Price Index.


Item 7. Financial Statements


                        INDEX TO FINANCIAL STATEMENTS



Independent Auditor's Report

Balance Sheet at December 31, 1996

Statement of Operations for the Years Ended
 December 31, 1996 and 1995

Statement of Partners' Equity for the Years Ended
 December 31, 1996 and 1995

Statement of Cash Flows for the Years Ended
 December 31, 1996 and 1995

Notes to Financial Statements


                         Independent Auditor's Report



To the Partners
Drexel Burnham Lambert Real Estate Associates II

We have audited the accompanying balance sheet of Drexel Burnham Lambert Real
Estate Associates II (a limited partnership) as of December 31, 1996, and the
related statements of operations, partners' equity and cash flows for each of
the two years in the period ended December 31, 1996.  These financial statements
are the responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Drexel Burnham Lambert Real
Estate Associates II (a limited partnership) at December 31, 1996, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.

As described in note 2, the Partnership restated its 1995 financial statements
to reflect its investment in a joint venture on the equity method.


                                                    Pannell Kerr Forster PC


January 31, 1997
New York, NY


                  DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
                              (A Limited Partnership)

                                    Balance Sheet
                                 December 31, 1996

                                       Assets

Cash and cash equivalents                                         $   674,942

Accounts receivable                                                    50,210

Escrow and other deposits                                              57,186

Prepaid expenses                                                       14,612

Investment in joint venture (note 3)                                  685,749

Real and personal property - at cost (notes 2 and 4)
  Land                                               $  1,578,313
  Buildings and improvements                            8,967,751
  Furniture, fixtures and equipment                     1,087,001
                                                       11,633,065
     Less accumulated depreciation                     (7,063,237)  4,569,828

Restricted cash - tenants' security deposits                           65,923

Deferred rent receivable (note 2)                                       7,200

Deferred charges (note 2)                                             138,043

                                                                  $ 6,263,693

                       Liabilities and Partners' Equity

Liabilities
  Accounts payable                                                $    16,014
  Accrued liabilities
     Interest                                        $     32,057
     Professional fees                                     44,500
     Other                                                 19,065      95,622
  Distribution payable (note 5)                                       279,548
  Accountability to joint venture (note 3)                            812,291
  Deposits payable                                                    101,581
  Mortgage indebtedness (note 4)                                    4,719,671
          Total liabilities                                         6,024,727

Partners' equity (deficit) (note 5)
  General partner                                                    (100,880)
  Limited partners (37,273 units issued and                           339,846
  outstanding)
          Total partners' equity                                      238,966

                                                                  $ 6,263,693

                       See notes to financial statements

                  DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
                              (A Limited Partnership)

                              Statement of Operations


                                                          Years Ended
                                                          December 31,
                                                       1996          1995
Revenue
  Rental operations (note 6)                       $  1,764,251  $  1,726,858
  Interest income                                        30,327        30,274
  Other income                                           29,691        42,373
          Total revenue                               1,824,269     1,799,505

Expenses
  Rental operations (note 7)                            866,542       868,950
  Equity in losses of joint ventures (note 3)            69,899       176,894
  General and administrative                            100,176       108,484
  Interest expense (note 4)                             380,049       390,750
  Depreciation and amortization (note 2)                496,641       543,466
          Total expenses                              1,913,307     2,088,544

          Net (loss) (note 8)                      $    (89,038) $   (289,039)


Allocation of net (loss)
  General partner                                  $      (890)  $    (2,890)
  Limited partners                                 $   (88,148)  $  (286,149)

Net (loss) per limited partner interest (note 5)   $     (2.36)  $     (7.68)

Distributions per limited partner interest (note 2)$      7.50   $      7.50

Average limited partner units outstanding (note 5)      37,273        37,273

                          See notes to financial statements

                  DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
                            (A Limited Partnership)

                           Statement of Partners' Equity
                     For Years Ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
                                                                General      Limited
                                                   Total        Partner      Partners
<S>                                           <C>           <C>          <C>
Original capital contribution (note 5)         $ 18,637,500  $      1,000 $ 18,636,500

Less offering costs                              (2,050,819)           --   (2,050,819)
                                                 16,586,681         1,000   16,585,681

Cumulative net (loss) through December 31, 1994  (9,809,854)      (98,100)  (9,711,754)

Cumulative distributions to limited partners
 through December 31, 1994                       (5,597,328)           --   (5,597,328)

Balance - December 31, 1994                       1,179,499       (97,100)   1,276,599

Net (loss) for the year ended December 31, 1995    (289,039)       (2,890)    (286,149)

Distribution to partners (note 5)                  (279,548)           --     (279,548)

Balance - December 31, 1995                         610,912       (99,990)     710,902

Net (loss) for the year ended December 31, 1996     (89,038)         (890)     (88,148)

Distribution to partners (note 5)                  (279,548)           --     (279,548)

Other distribution                                   (3,360)           --       (3,360)

Balance - December 31, 1996                    $    238,966  $   (100,880)$    339,846
<FN>
                       See notes to financial statements
</TABLE>

                  DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
                              (A Limited Partnership)

                              Statements of Cash Flows


                                                            Year Ended
                                                            December 31,
                                                         1996          1995
Cash flows from operating activities
  Net (loss)                                       $  (89,038)    $ (289,039)
  Adjustments to reconcile net (loss) to net cash
    provided by operating activities:
     Depreciation                                     450,483        495,015
     Amortization                                      46,158         48,444
     Equity in losses of joint ventures                69,899        176,894
     Changes in certain other accounts:
       Tenants' security deposits                     (19,044)         1,407
       Accounts receivable                             11,953        (57,808)
       Deferred rent receivable                         1,262          6,182
       Escrow and other deposits                        3,579         17,429
       Prepaid expenses                                (2,014)        (1,389)
       Deferred charges                                (1,321)       (11,381)
       Accounts payable                                 4,198         (4,114)
       Accrued liabilities                            (17,074)        21,414
       Deposits payable                                (2,049)       (16,374)
          Net cash provided by operating activities   456,992        386,680

Cash flows from investing activities
  Additions to real and personal property             (76,082)       (49,137)
  Distribution from equity investee                        --         75,000
          Net cash provided (used) by investing       (76,082)        25,863
             activities

Cash flows from financing activities
  Principal payments on mortgage and other           
    indebtedness                                     (129,348)      (119,513)
  Distributions paid to partners                     (282,908)      (279,548)
          Net cash (used) by financing activities    (412,256)      (399,061)

          Increase (decrease) in cash and cash        (31,346)        13,482
             equivalents

Cash and cash equivalents at beginning of year        706,288        692,806

Cash and cash equivalents at end of year           $  674,942     $  706,288

Supplemental disclosure of cash flow information
  Cash paid during the year for interest           $  380,049     $  389,884

                       See notes to financial statements


Note 1 - Organization

Drexel Burnham Lambert Real Estate Associates II ("Partnership") was organized
as a limited partnership under the laws of the State of New York pursuant to a
Certificate of Limited Partnership dated November 2, 1983.  The general partner
of the Partnership, DBL Properties Corporation ("General Partner"), is owned by
The Wynnewood Company, Inc. ("Wynnewood").

The Partnership owns and operates Wendover Business Park - Phase II ("Wendover")
an office and warehouse complex located in Greensboro, North Carolina and
Presidential House at Sky Lake ("Presidential") a residential apartment complex
located in North Miami Beach, Florida.  The Partnership also owns joint venture
interests in Table Mesa Shopping Center ("Table Mesa") located in Boulder,
Colorado and SP Associates ("SPA"), which owns a hotel in Cherry Hill, New
Jersey (see "Note 3").

Note 2 - Significant accounting policies

Basis of accounting

The financial statements include the accounts of the Partnership and its
operating divisions, Wendover and Presidential.

The Partnership accounts for its joint venture investments in Table Mesa and SPA
under the equity method of accounting (see "Note 3").

Restatement

Effective in 1996, the Partnership accounts for its 50% investment in Table Mesa
on the equity method.  The Partnership had previously accounted for its 50%
share in the assets, liabilities, revenues and expenses on a pro rata basis.
The 1995 statements of operations and cash flows have been restated to present
the Partnership's 50% investment in Table Mesa on the equity method.  There was
no change in the Partnership's net (loss) and Partners' equity for the year
ended 1995; however, the balance of cash and cash equivalents at December 31,
1995, was reduced by $83,082 and cash paid for interest for the year ended 1995
was reduced by $390,970 as the result of this restatement.

Estimates

The financial statements of the Partnership are prepared in conformity with
generally accepted accounting principles which require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  The most significant areas which require the use
of management's estimates relate to the service lives and recoverability of
costs of real property and the Partnership's accountability to SPA (see "Note
3").  Actual results could differ from those estimates.


Long-lived assets

Management evaluates the Partnership's long-lived assets, which consist
primarily of its investments in real property, for impairment based on the
recoverability of their carrying amounts.  When it is probable that undiscounted
cash flows will not be sufficient to recover the carrying amount of a specific
property, the assets will be written-down to its fair value.  No such write-down
was required in 1996 and 1995.

Disclosure about fair value of financial instruments

The Company's cash and cash equivalents, and long-term debt represent financial
instruments as defined by "Statement of Financial Accounting Standards No. 107,
Disclosures About Fair Value of Financial Instruments".  The carrying value of
these financial instruments is a reasonable approximation of fair value.

Depreciation and amortization

Depreciation of real and personal property is being computed on straight-line
and accelerated methods over estimated service lives ranging from 3 to 31-1/2
years.

Deferred charges are presented net of accumulated amortization of $137,542 and
are being amortized as follows:

Leasing           - computed on a straight-line basis over the
commissions         term of the respective leases.

Loan costs        - computed on a straight-line basis over the
                    term of the respective mortgages payable.


Revenue recognition

The straight-line basis is used to recognize minimum rental income under leases
which provide for varying rents over their terms.

Income taxes

No provision has been made for income taxes since such taxes, if any, are
payable by the partners individually.

Cash and cash equivalents

For purposes of financial reporting, cash and cash equivalents include cash on
hand and in banks, including money market funds, and certificates of deposit
with original maturities of three months or less.

Supplemental disclosure of non-cash financing activities

In December 1996, the Partnership approved a cash distribution to limited
partners in the amount of $279,548 ($7.50 per interest) to be paid in March
1997.  A similar distribution was declared in December 1995 and paid in February
1996.

Concentration of credit risk

A substantial portion of the Partnership's cash is on deposit with one bank and
consists of demand deposits and money market accounts.  The Partnership has not
experienced any losses on its cash deposits.

Note 3 - Investment in joint ventures

SP Associates (SPA)

SPA was formed in 1984 as a joint venture to acquire the Sheraton Poste Inn
("Hotel"), a 220-room hotel located in Cherry Hill, New Jersey.  The managing
partner of the SPA joint venture is Almanzil, Inc. ("Almanzil"), with a 50%
interest.  The remaining interests are owned by the Partnership and Coreal N.V.,
Inc. ("Coreal"), owning 33.3% and 16.7%, respectively.  Coreal is an affiliate
of Almanzil.

Under the terms of SPA's joint venture agreement, cash from operations and
capital transactions, as defined, are allocated 50% to Almanzil, 33.3% to the
Partnership and 16.7% to Coreal, after Almanzil receives an amount equal to an
annual 20% preferred cumulative return on its outstanding capital and a return
of its original investment of $1,953,970.  Losses from operations of SPA are
allocated 66.7% to the Partnership and 33.3% to Coreal.  At December 31, 1996,
the Partnership's accountability to the SPA joint venture, representing
management's estimate of the Partnership's share of recourse liabilities of SPA,
amounted to $812,291.  Losses of SPA have been limited to the Partnership's
share of recourse liabilities of SPA and for the years ended 1996 and 1995
amounted to $-0- and $96,983, respectively.  The Partnership's share of
unrecognized losses for the years ended December 31, 1996 and 1995, totaled
$182,000 and $608,000, respectively.

SPA has entered into an agreement to sell the Hotel for $6,300,000 to CapStar
Management Company, L.P. ("CapStar"), the Hotel's management company.  The
closing date shall be no later than March 20, 1997.  A $750,000 nonrefundable
deposit is required, as is payment of interest on the sales price at the prime
rate.  In addition, CapStar shall be entitled to collect and retain all accrued
receivables and shall assume all outstanding payables, as defined, with respect
to the Hotel as of December 31, 1996.

It is expected that the proceeds from the sale of the Hotel will be used first
to satisfy the $3,963,777 mortgage payable on the Hotel and that the balance
will be paid to Almanzil in accordance with the terms of the joint venture
agreement.  As the result of the sale, the Partnership will be relieved of its
share of the recourse liabilities of SPA.  Therefore, the Partnership is
expected to recognize an extraordinary gain of $812,291 in its 1997 statement of
operations.

Table Mesa

Table Mesa Shopping Center Partnership was formed in 1985, as a joint venture to
own and operate a shopping center in Boulder, Colorado.  The Partnership owns a
50% interest in this joint venture.  The Partnership's equity in the operations
of Table Mesa, after an adjustment for allocation of depreciation based on its
basis in the property, amounted to losses of $69,899 in 1996 and $79,911 in
1995.

The Table Mesa joint venture agreement provides among other things, that the
Partnership shall be entitled to receive a cash flow preference, as defined, of
$252,000 per year, which is equivalent to a 9% return on the Partnership's
initial cash investment.  This annual preference is not cumulative.

Summarized financial information for Table Mesa at December 31, 1996, is as
follows:

                    Assets             $ 6,981,946
                    Liabilities          7,390,407
                    Revenue              2,161,823
                    Net income              44,071

Note 4 - Mortgage indebtedness

At December 31, 1996, mortgage indebtedness consisted of:

Wendover -  The mortgage payable matures on February 1, 2001,
 and requires monthly payments of $11,083 to be applied first
 to interest at the rate of 7.75% per annum and the balance
 to reduction of principal.                                    $ 1,260,436
Presidential - The mortgage payable matures August 1, 2000,
 and requires monthly payments of $31,367 to be applied first
 to interest at the rate of 8% per annum and the balance to
 reduction of principal.                                         3,459,235

            Total mortgages payable                            $ 4,719,671

In addition, escrow deposits are required to be made with both mortgagees for
real estate taxes and insurance.

The following is a schedule of future mortgage amortization payments as of
December 31, 1996:

                   1997               $   139,994
                   1998                   151,514
                   1999                   163,984
                   2000                 3,168,705
                   2001                 1,095,474
                          Total       $ 4,719,671


Note 5 - Partners' equity

Pursuant to a public offering, 37,273 units were sold at $500 per interest. The
calculation of net (loss) per limited partner interest is based on 37,273
interests outstanding.

For income tax purposes the limited partners share 99% and the general partner
1% (subordinated as defined in the partnership agreement) in all profits or
losses from operations until the limited partners have received an 8% cumulative
preferred return on their invested capital.  Thereafter, the limited partners
share 90% and the general partner shares 10% in the profits or losses from
operations.

Cash distributions from sales or refinancing, if any, shall be made to the
partners to the extent available and, as more fully described in the partnership
agreement, as follows: first, to each partner in an amount equivalent to the
positive amount of such partner's capital account on the date of distribution
after adjustment; second, to the limited partners, until the limited partners
have received an amount equal to their original invested capital; third, 99% to
the limited partners equal to any unpaid preferred return arrearage; and fourth,
as to any excess, 85% to the limited partners and 15% to the general partner.

Distributions in liquidation to the partners shall be made pro rata in
accordance with the partners' capital accounts.

In accordance with the Agreement of Limited Partnership, limited partners are
entitled to receive an 8% cumulative preferred return on their unrecovered
invested capital.  No distributions have been made or accrued to the general
partner, since the limited partners must receive their original invested capital
plus any preferred return arrearage before payment to the general partner.  As
of December 31, 1996, the unpaid preferred return arrearage totaled $13,119,480.

Note 6 - Operating leases

The Partnership leases office, warehouse and retail space to tenants of Wendover
under operating lease agreements which expire on various dates through 1999.
Future minimum rental income, excluding escalation charges, under these leases
as of December 31, 1996, are as follows:


              1997              $   360,414
              1998                  235,802
              1999                   75,504
                   Total        $   671,720


Note 7 - Management and other fees

The Partnership has entered into an agreement with IFGP Corporation
("Insignia"), which provides for Insignia to perform certain management and
administrative duties for the Partnership.  Fees paid to Insignia for these
services amounted to $46,939 for both 1996 and 1995.

The operations of Wendover and Presidential are also managed by Insignia under
agreements which provide for management fees equal to 5% of gross revenues.
Insignia has assigned a portion of its fees to Wynnewood, an affiliated entity.
Management fees earned by Wynnewood during 1996 and 1995 amounted to $34,253 and
$33,402, respectively.

In addition, the operations of Table Mesa are managed by an affiliate of WW
Reynolds Companies, the co-venturer, and Wynnewood.  Fees paid to these
affiliates by Table Mesa totaled $74,400 for each of the years ended 1996 and
1995.  In addition, leasing commissions paid to WW Reynolds Companies amounted
to $28,691 and $52,947 in 1996 and 1995, respectively.

Note 8 - Reconciliation of financial and tax net (loss)

The following is a reconciliation of the Partnership's net (loss) for financial
and tax reporting purposes:

                                                             Years Ended
                                                            December 31,
                                                            1996        1995

Financial net (loss)                                    $ (89,038)  $(289,039)
Preferred returns not recognized as income for
 tax purposes                                                  --     (37,500)
Book/tax depreciation and amortization differences        (46,213)    130,159
Excess of tax loss over book loss of equity investees     (52,298)   (608,322)
Prepaid rent                                              (15,812)     25,257
Other                                                          --      11,725
                                                        $(203,361)  $(767,720)

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

There have been no changes in or disagreements with the accountants on any
matter of accounting principles, practices or financial statement disclosure.


                                   PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Effective February 3, 1993, the General Partner of the Partnership, DBL
Properties Corporation, a New York Corporation, became a wholly-owned subsidiary
of The Wynnewood Company, Inc., which is wholly-owned by William D. Clements.
Prior to that date, DBLR had been the sole stockholder of the General Partner.
The General Partner has responsibility for all aspects of the Partnership's
operations.

The directors and executive officers of the General Partner are as follows:

           Name                                     Position

     William D. Clements                  President, Treasurer, Assistant 
                                          Secretary, and Director

     Robert A. Gauthier                   Vice President, Secretary and 
                                          Director

WILLIAM D. CLEMENTS, age 57.  Mr. Clements has been President since February,
1993 and was Vice-President from 1990 until then.  He was Chairman of the Board
from 1989 to 1990, and was a Vice-President in the Corporate Finance Department
of Drexel Burnham Lambert Incorporated from 1985-1990. Prior to that he was a
Senior Vice-President of DBLR from 1983 and a Vice-President from 1978.  He
received his BA degree from Siena College and his MBA from the Wharton Graduate
School of the University of Pennsylvania.

ROBERT A. GAUTHIER, age 43.  Mr. Gauthier has been Vice-President and Secretary
of the General Partner since February 1993.  He is also Senior Vice-President of
Operations of Capstar Hotels, a hotel management firm, since 1992.  Prior to
then he was the manager of two hotels owned by DBL Airport Valley Limited
Partnership from 1987 to 1992.  He has spent his entire career in the hotel
industry after receiving a BA from California Polytechnical State University.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires any
person who owns more than ten percent of the outstanding limited partnership
interests and each of the officers and directors of the general partner, DBL
Properties Corporation, to file with the Securities and Exchange Commission and
the Partnership initial reports of ownership of limited partnership interests in
the Partnership within certain prescribed time periods (regardless of whether
the officers or directors of DBL Properties Corporation own any limited
partnership interests) and to file further reports within prescribed time
periods to report any change in such ownership.  To the Partnership's knowledge,
all Section 16(a) filing requirements applicable to officers and directors of
DBL Properties Corporation or to greater than ten percent owners of limited
partnership interests were complied with.


ITEM 10. EXECUTIVE COMPENSATION

Officers and directors of the General Partner do not and will not receive any
direct compensation for services rendered by them in such capacities. Although
the Partnership is required to pay fees to the General Partner and/or its
affiliates upon property acquisition, for property management, and for real
estate commissions, and the General Partner is also entitled to receive cash
distributions from the operation and liquidation of the Partnership, no such
fees, payments or distributions were made to the General Partner in 1996.
Certain payments, including payments for management fees, were paid to
affiliates of the General Partner in 1996, as described under "Item 12" hereto.
As of January 1, 1992, the Partnership engaged IFGP Corporation to provide
management and administration services to the Partnership.  For a complete
description of Management Compensation, see the discussion under the caption,
"Management Compensation" in the Prospectus, which discussion is hereby
incorporated by reference. The General Partner of the Partnership may be
reimbursed for its direct expenses relating to the offering, the administration
and the operations of the Partnership's real property investments.  For a
further discussion of expenses incurred with related parties and with
management, see "Note 7" to the Financial Statements which are included in "Item
7" above, to which reference is hereby made.


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 10, 1997, no person or group is known to own more than 5% of the
outstanding Interests of the Partnership.

No officer or director of the General Partner of the Partnership owns any
limited partnership Interests, nor do they possess a right to acquire beneficial
ownership of Interests except for Mr. William D. Clements who owns 4 partnership
Interests.

The General Partner of the Partnership, DBL Properties Corporation, became a
wholly-owned subsidiary of The Wynnewood Company, Inc. in February 1993, which
is in turn a corporation wholly-owned by Mr. William D. Clements.


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reference is hereby made to "Note 7" to the financial statements which is
included in "Item 7", and "Items 9, 10 and 11" above for a description of
certain relationships and related transactions.


ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K:

(a) Exhibits:

    Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.

(b) Reports on Form 8-K filed during the fourth quarter of 1996:  None


                                  SIGNATURES


  In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                       DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

                      By:  DBL Properties Corporation
                           General Partner


                      By:  /s/William D. Clements
                           William D. Clements
                           President

                      Date: March 25, 1997



  In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.




/s/Robert A. Gauthier
Robert A. Gauthier
Director

/s/William D. Clements
William D. Clements
President and Director

                              INDEX TO EXHIBITS


Exhibit No.   Description

   3.1     Prospectus of the Partnership filed pursuant to rule 424(b), dated
           December 30, 1983 is hereby incorporated herein by reference.

   3.2     Supplement dated October 10, 1984 to Prospectus dated December 30,
           1983 is hereby incorporated herein by reference.

   3.3     Form of Agreement of Limited Partnership of the Partnership
           reference is made to Exhibit A to the Prospectus.

   3.4     Certificate of Limited Partnership of the Partnership, which appears
           as Exhibit 3.2 to the Registration Statement is hereby incorporated
           herein by the reference.

   10.1    Agreement related to purchase by the Partnership of Wendover
           Business Park Phase II in Greensboro, North Carolina, which appears
           as Exhibit 2.1 to the Registration Statement of the Partnership is
           hereby incorporated herein by reference.

   10.2    Agreement related to purchase by the Partnership of an interest in
           the Sheraton Poste Inn in Cherry Hill, New Jersey, which appears as
           Exhibit 2.2 to the Registration Statement of the Partnership is
           hereby incorporated herein by reference.

   10.3    Agreement relating to purchase by the Partnership of Presidential
           House at Sky Lake in North Miami Beach, Florida, for which a Report
           on Form 8-K was filed with the Commission on November 5, 1984, is
           hereby incorporated herein by reference.

   10.4    Agreement relating to purchase by the Partnership of an interest in
           Table Mesa Shopping Center in Boulder, Colorado, for which a Report
           on Form 8-K was filed with the Commission on May 21, 1985, is hereby
           incorporated herein by reference.

   10.5    Amendment No. 1, dated October 1, 1992, among the Partnership,
           Coreal N.V., Inc. and Almanzil, Inc., to the Joint Venture
           Agreements, dated April 4, 1984, between the Partnership and Coreal
           relating to the Sheraton Poste Inn is incorporated by reference to
           the Registrant's Annual Report on Form 10-KSB for the fiscal year
           ended December 31, 1992.

   10.6    Contracts related to refinancing of the debt of Wendover Business
           Park Phase II were filed as Exhibit 10.6 to the report on Form 10-
           KSB for the fiscal year ended December 31, 1993, and are hereby
           incorporated herein by reference:

           (a) Mortgage note dated January 13, 1994 between Drexel Burnham
               Lambert Real Estate Associates II, a New York limited
               partnership, and United Family Life Insurance Company, a Georgia
               corporation.

           (b) Deed of Trust and Security Agreement dated January 13, 1994
               between Drexel Burnham Lambert Real Estate Associates II, a New
               York limited partnership, and Stewart Title Guaranty Company for
               the benefit of United Family Life Insurance Company, a Georgia
               corporation.

           (c) Assignment of Leases, Rents, Contracts, and Agreements dated
               January 13, 1994 from Drexel Burnham Lambert Real Estate
               Associates II, a New York limited partnership, to United Family
               Life Insurance Company, a Georgia  corporation.

           (d) Hazardous Material Indemnification Agreement dated January 13,
               1994 between Drexel Burnham Lambert Real Estate Associates II, a
               New York limited partnership, and United Family Life Insurance
               Company, a Georgia corporation.

           (e) Escrow Agreement dated January 13, 1994 by and between United
               Family Life Insurance Company, a Georgia corporation, Drexel
               Burnham Lambert Real Estate Associates II, a New York limited
               partnership, and Dickinson, Logan, Todd and Barber, Inc. (the
               "Escrow Agent").

   27      Financial Data Schedule.

   99.1    Special Report/Acquisition Bulletin dated May 9, 1985 regarding the
           Purchase by the Partnership of interests in Table Mesa Shopping
           Center in Boulder, Colorado, and the 123 Office Building in Tyson's
           Corner, Virginia is hereby incorporated herein by reference.

   99.2    Report on Form 8-K filed November 4, 1984 regarding the purchase of
           Presidential House at Sky Lake in North Miami Beach, Florida is
           hereby incorporated herein by reference.

   99.3    Report on Form 8-K filed May 21, 1985 regarding the acquisition of a
           50% interest in Table Mesa Shopping Center in Boulder, Colorado is
           hereby incorporated herein by reference.

   99.4    On May 17, 1988, a report on Form 8-K was filed regarding the
           refinancing of the four loans underlying the Presidential wrap
           mortgage is hereby incorporated herein by reference.

   99.5    On June 12, 1989, a report on Form 8-K was filed regarding the
           modification of Table Mesa Promissory Note is hereby incorporated
           herein by reference.

   99.7    On October 11, 1989, a report on Form 8-K was filed regarding the
           change in control of the parent company of the General Partner is
           hereby incorporated herein by reference.

   99.8    Second Note and Deed of Trust Revision Agreement dated December 3,
           1990 regarding Table Mesa Shopping Center in Boulder, Colorado.

   99.9    Report on Form 8-K filed February 3, 1993 regarding the sale of the
           outstanding stock of the General Partner is hereby incorporated
           herein by reference.