FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
                                   SECTION 13 OR 15(D)

                                      FORM 10-KSB

(Mark One)
[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, 1997

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

                      For the transition period from_______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.)

      One Insignia Financial Plaza
       Greenville, South Carolina                                  29602
(Address of principal executive offices)                         (Zip Code)

                       Issuer's telephone number (864) 239-1000

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

                                      None

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

                               Limited Partnership Units
                                   (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 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 $2,725,000

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 a specified date within the past 60 days.  Market value
information for Registrant's partnership interests is not available.  Should a
trading market develop for these interests, it is the General Partner's belief
that the aggregate market value of the voting partnership interests would not
exceed $25,000,000.

                     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 the
"Registrant") was organized in 1983 as a New York limited partnership pursuant
to the Partnership Law of the state of New York.  The general partner of the
Partnership is DBL Properties Corporation ("DBL" or "General Partner"), an
affiliate of Insignia Financial Group, Inc. ("Insignia") (see "Change in
Control" below).  The Partnership is engaged in the business of acquiring,
operating and holding real properties for investment.  The partnership acquired
interests in five properties during 1984 and 1985 and it continues to own and
operate two of those, Wendover Business Park-Phase II and Presidential House,
and it continues to hold a 50% joint venture interest in Table Mesa. On March
19, 1997, SP Associates ("SPA"), a joint venture in which the Partnership had a
two-thirds interest, sold the Sheraton Poste Inn ("Hotel") for $6,300,000 to
CapStar Management Company, L.P. ("CapStar"), the Hotel's management company.
In addition, under the sale agreement, CapStar was entitled to collect and
retain all secured receivables and assumed all outstanding payables, as defined,
with respect to the Hotel.  The proceeds from the sale of the Hotel were used
first to satisfy the mortgage payable of approximately $3,964,000 on the Hotel
and the balance was paid to Almanzil, Inc. ("Almanzil"), the managing partner of
SPA, in accordance with the terms of the joint venture agreement.  As the result
of the sale, the Partnership recognized a gain on disposition of investment in
joint venture of approximately $812,000 in its statement of operations for the
year ended December 31, 1997.

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 Partnership's Registration Statement was filed pursuant to the Securities
Act of 1933 (No. 2-85829).  The Partnership marketed its securities pursuant to
its Prospectus dated December 30, 1983 (the "Prospectus"), and thereafter
supplemented. This Prospectus was filed with the Securities and Exchange
Commission pursuant to Rule 424 (b) of the Securities Act of 1933.

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

The General Partner of the Partnership intends to maximize the operating results
and, ultimately, the net realizable value of each of the Partnership's
properties in order to achieve the best possible return for the investors.  Such
results may best be achieved through property sales, refinancings, debt
restructurings or relinquishment of the assets.  The Partnership intends to
evaluate each of its holdings periodically to determine the most appropriate
strategy for each of the assets.

The Partnership has no full time employees.  The General Partner is vested with
full authority as to the general management and supervision of the business and
affairs of the Partnership.  Limited partners have no right to participate in
the management or conduct of such business and affairs.  Affiliates of Insignia
provide day-to-day management services for the Partnership's investment
properties.

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
properties are located in major urban areas and, accordingly, compete for
rentals not only with similar properties in immediate area but with several 
similar properties throughout the urban area, including properties owned 
and/or managed by affiliates of the Partnership. Such competition is primarily 
on the basis of location, rents, services and amenities. In addition, the 
Partnership competes with significant numbers of individuals and organizations 
(including similar partnerships, real estate investment trusts and financial 
institutions) with respect to the sale of improved real properties, primarily 
on the basis of the prices and terms of such transactions.

There have been, and it is possible there may be other, Federal, state, and
local legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental testing has been performed, which resulted in no material adverse
conditions or liabilities.  In no case has the Partnership received notice that
it is a potentially responsible party with respect to an environmental clean up
site.

Changes in Control

On June 24, 1997, Insignia, a Delaware corporation, and IFGP Corporation, a
wholly-owned subsidiary of Insignia and a Delaware corporation (collectively,
the "Buyer"), entered into a Stock Purchase Agreement (the "Agreement") with The
Wynnewood Company, Inc., a New York corporation ("Seller"), DBL, a New York
corporation, and William Clements, an individual and the owner of 100% of the
capital stock of Seller.  The closing of the transactions contemplated by the
Agreement occurred on June 24, 1997 (the "Closing").  At the Closing, pursuant
to the terms and conditions of the Agreement, the Buyer acquired all of the
issued and outstanding stock of DBL.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.  The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders.  If the closing occurs, AIMCO will then control the General
Partner of the Partnership.

ITEM 2.     DESCRIPTION OF PROPERTIES.

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

                               Date of
Property                       Purchase   Type of Ownership         Use
Wendover Business Park         4/1/84   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 (IN THOUSANDS):


                       Gross
                     Carrying    Accumulated                      Federal
Property               Value    Depreciation    Rate     Method  Tax Basis

Wendover II          $  4,268    $ 2,282      3-25 yrs      SL     $  735
Presidential House      7,465      5,237     5-31.5 yrs     SL      2,133

                     $ 11,733    $ 7,519                           $2,868
See "Note A" to the consolidated financial statements included in "Item 7.
Financial Statements" for a description of the Partnership's depreciation
policy.

SCHEDULE OF MORTGAGES (IN THOUSANDS):


                    Principal                                   Principal
                    Balance At   Stated                          Balance
                   December 31, Interest    Period    Maturity    Due At
Property               1997       Rate    Amortized     Date     Maturity

Wendover II         $ 1,224      7.75%     20 years    2/1/01    $ 1,091
Presidential House    3,356      8.00%     20 years    8/1/00      3,047

     Total          $ 4,580

The mortgage notes payable are nonrecourse and are secured by pledge of the
Partnership's properties and by pledge of revenues from the respective rental
properties.  The mortgage notes payable include prepayment penalties if prepaid
prior to maturity.

SCHEDULE OF RENTAL RATES AND OCCUPANCY:
 
                                   Average Annual               Average
                                    Rental Rates               Occupancy
Property                         1997          1996          1997       1996

Wendover II                 $6.19/sq.ft.    $6.32/sq.ft.      98%       91%
Presidential House          $6,920/unit     $6,713/unit       95%       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 properties in the area.  The General Partner 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 General Partner attributes the increase in occupancy at Wendover to the
addition of one tenant and the expansions of two current tenants into previously
vacant spaces. In addition the decrease in the average annual rental rate at
Wendover is the result of renting spaces at below market rates to stimulate
occupancy.

The following is a schedule of the commercial lease expirations for the years
1998-2007:


                    Number of                                    % of Gross
   Wendover II     Expirations   Square Feet    Annual Rent      Annual Rent
                                              (in thousands)
      1998              8         24,390         $ 167             32.3%
      1999              5         20,847           124             23.9%
      2000              5         22,033           149             28.7%
      2001             --             --            --               --
      2002              3         13,140            78             15.1%
    2003-2007          --             --            --               --

Real estate taxes (in thousands) and rates in 1997 for each property were as
follows:

                                              1997           1997
                                             Billing         Rate
Wendover II                                   $ 50           1.26%
Presidential House                             144           2.29%

ITEM 3.  LEGAL PROCEEDINGS

The Partnership is unaware of any pending or outstanding litigation that is not
routine in nature.  The General Partner of the Partnership believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.

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

The unit holders of the Partnership did not vote on any matter during the fiscal
year covered by this report.


                                      PART II


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

As of December 31, 1997, the Partnership included approximately 1,701 limited
partners, holding a total of 37,273 Interests.  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 approximately $280,000 ($7.50 per limited
partner unit) which was paid in February 1996.  In December 1996, the
Partnership declared a cash distribution to the limited partners in the amount
of approximately $280,000 ($7.50 per limited partnership interest). The
distribution was accrued at December 1996 and paid in March 1997.

In February 1998, the Partnership declared and paid a distribution to the
limited partners of approximately $140,000.

As of December 31, 1997, the remaining unpaid preferred return arrearage totaled
approximately $14,543,000 or $390.18 per interest.  Reference is made to "Item
6. Management's Discussion and Analysis or Plan of Operation" for a description
of liquidity and capital resources.

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

This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.

Results of Operations

The Partnership realized net income for the year ended December 31, 1997, of
approximately $724,000 versus a net loss of approximately $89,000 for the year
ended December 31, 1996. The increase in net income is primarily attributable to
the gain recognized on the sale of the Sheraton Poste Inn Hotel in Cherry Hill,
New Jersey, in which the Partnership had a subordinated interest.  The
Partnership did not receive any proceeds due to the senior position of one of
the partners.  As a result of the sale, the Partnership recognized a gain on
disposition of investment in joint venture of $812,000 during the year ended
December 31, 1997.  Also contributing to the increase in net income was an
increase in rental income due to an increase in occupancy at Wendover II and an
increase in rental rate at Presidential House. Offsetting the increase in rental
income was an increase in operating expenses.  The increase in operating
expenses is attributable to the increase in both property and maintenance
expenses.  During the year ended December 31, 1997, the Partnership spent
approximately $76,000 for major repairs and maintenance compared to
approximately $34,000 for the comparable period in 1996.  Included in 1997
expenditures were parking lot and exterior building repairs at Wendover.  The
1996 expenditures consisted primarily of exterior building repairs at
Presidential House.  In addition, the increase in operating expenses is
partially attributable to an increase in personnel costs at Presidential House.

As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of the investment properties to assess
the feasibility of increasing rents, maintaining or increasing occupancy levels
and protecting the Partnership from increases in expense.  As part of this plan,
the General Partner attempts to protect the Partnership from the burden of
inflation-related increases in expenses by increasing rents and maintaining a
high overall occupancy level. However, due to changing market conditions, which 
can result in the use of rental concessions and rental reductions to offset 
softening market conditions, there is no guarantee that the General Partner 
will be able to sustain such a plan. 

Liquidity and Capital Resources

At December 31, 1997, the Partnership had unrestricted cash and cash equivalents
of approximately $578,000 compared to approximately $675,000 at December 31,
1996.  The net decrease in cash and cash equivalents for the year ended December
31, 1997, was approximately $97,000, compared to a net decrease of approximately
$31,000, for the comparable period in 1996.  Net cash from operations decreased
primarily due to an increase in payments for lease commissions at Wendover II as
a result of several new tenants being added in 1997.  Net cash used in investing
activities increased due to an increase in property improvements and
replacements expenditures.  Net cash used in financing activities increased as a
result of an increase in payments on mortgage notes payable.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership.  Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of approximately $4,580,000 requires monthly principal and
interest payments and balloon payments on or before February 1, 2001, at which
time the properties will either be refinanced or sold.  In addition to the
Partnership's debt, the mortgage encumbering Table Mesa is currently being
negotiated. The refinancing is expected to close during the second quarter of
1998.  Distributions of approximately $283,000 were paid to the limited partners
during the years ended December 31, 1997 and 1996.  In February 1998, the
Partnership declared and paid a distribution to the limited partners of
approximately $140,000.

Year 2000

The Partnership is dependent upon the General Partner and Insignia for
management and administrative services.  Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue").  The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems.  The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.

Other

Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements.  Such forward-looking statements speak only as of the date
of this annual report.  The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.


ITEM 7. FINANCIAL STATEMENTS.

DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

LIST OF FINANCIAL STATEMENTS

  Independent Auditor's Report

  Balance Sheet - December 31, 1997

  Statements of Operations - Years ended December 31, 1997 and 1996

  Statements of Changes in Partners' Capital (Deficit) - Years ended December
  31, 1997  and 1996

  Statements of Cash Flows - Years ended December 31, 1997 and 1996

  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, 1997, and the
related statements of operations, changes in partners' capital (deficit) and
cash flows for each of the two years in the period ended December 31, 1997.
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, 1997, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.

                                                    /s/Pannell Kerr Forster PC



New York, NY
February 6, 1998
               
               
               
                DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

                                 BALANCE SHEET

                               December 31, 1997
                        (in thousands, except unit data)





Assets
 Cash and cash equivalents                                  $   578
 Receivables and deposits                                       185
 Other assets                                                   144
 Investment in joint venture (Note C)                           634
 Investment properties (Notes A and H):
     Land                                        $ 1,578
     Buildings and related personal property      10,155
                                                  11,733
     Less accumulated depreciation                (7,519)     4,214
                                                            $ 5,755

Liabilities and Partners' Capital

Liabilities
 Accounts payable                                           $    23
 Tenant security deposits payable                               103
 Other liabilities                                               90
 Mortgage notes payable (Note D)                              4,580

Partners' Capital
 General partner's                               $     6

 Limited partners' (37,273 units issued
     and outstanding)                                953        959
                                                            $ 5,755

                 See Accompanying Notes to Financial Statements
                             
                
                DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

                            STATEMENTS OF OPERATIONS
                        (in thousands, except unit data)



                                                               Years Ended
                                                               December 31,
                                                              1997       1996
Revenues:
  Rental income                                              $ 1,841    $ 1,789
  Other income                                                    72         60
  Gain on disposition of investment in joint venture (Note C)    812         --
       Total revenues                                          2,725      1,849

Expenses:
  Operating                                                      800        714
  General and administrative                                      97        100
  Depreciation                                                   456        450
  Interest                                                       399        411
  Property taxes                                                 197        193
     Total expenses                                            1,949      1,868

Equity in net loss of joint venture                              (52)       (70)

Net income (loss)                                            $   724    $   (89)

Net income (loss) allocated to general partner               $   107    $    (1)

Net income (loss) allocated to limited partners                  617        (88)
                                                             $   724    $   (89)

Net income (loss) per limited partnership unit               $ 16.55    $ (2.36)

Distributions per limited partnership unit                   $   .11    $  7.59
                 
                 See Accompanying Notes to Financial Statements
                
                
                DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

              STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                        (in thousands, except unit data)




                                   Limited
                                 Partnership    General     Limited
                                    Units      Partner's   Partners'   Total

Original capital contributions     37,273       $      1   $ 18,637   $18,638

Partners' (deficit) capital at
December 31, 1995                  37,273       $   (100)  $    711   $   611

Distributions to partners              --             --       (283)     (283)

Net loss for the year
ended December 31,1996                 --             (1)       (88)      (89)

Partners' (deficit) capital at
December 31, 1996                  37,273           (101)       340       239

Distributions to partners              --             --         (4)       (4)

Net income for the year
ended December 31, 1997                --            107        617       724

Partners' capital at
December 31, 1997                  37,273       $      6   $    953   $   959

                 See Accompanying Notes to Financial Statements


                DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)



                                                               Years Ended
                                                               December 31,
                                                             1997        1996
Cash flows from operating activities:
  Net income (loss)                                        $  724      $  (89)
  Adjustments to reconcile net income (loss) to net
     cash provided by operating activities:
     Depreciation                                             456         450
     Amortization of loan costs and lease
       commissions                                             44          46
     Equity in net loss of joint venture                       52          70   
     Gain on disposition of investment in joint venture      (812)         --
     Change in accounts:
       Receivables and deposits                               (17)         (3)
       Other assets                                           (23)         (2)
       Accounts payable                                         7           4
       Tenant security deposits payable                         1          (2)
       Other liabilities                                       (6)        (17)

          Net cash provided by operating activities           426         457

  Cash flows used in investing activities:
    Property improvements and replacements                   (100)        (76)

  Cash flows from financing activities:
    Payments on mortgage notes payable                       (140)       (129)

  Distributions paid to partners                             (283)       (283)

          Net cash used in financing activities              (423)       (412)

Net decrease in cash and cash equivalents                     (97)        (31)

Cash and cash equivalents at beginning of year                675         706

Cash and cash equivalents at end of year                   $  578      $  675

Supplemental disclosure of cash flow information:
  Cash paid for interest                                   $  369      $  380

               See Accompanying Notes to Financial Statements

   
                DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

                         Notes to Financial Statements

                               December 31, 1997

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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 is DBL Properties Corporation ("DBL" or the "General
Partner").  Effective June 24, 1997, IFGP Corporation, an affiliate of Insignia
Financial Group, Inc. ("Insignia"), purchased all of the issued and outstanding
stock of DBL.

As of December 31, 1997, 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 a 50% joint venture interest in Table Mesa Shopping Center
("Table Mesa") located in Boulder, Colorado.

Investment in Joint Venture:

Effective December 31, 1996, the Partnership began accounting 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.  In accordance with the equity method of accounting, the
Partnership's original investment in Table Mesa is increased by advances to

Table Mesa and by the Partnership's share of the earnings of Table Mesa.  The
investment is decreased by distributions from Table Mesa and by the
Partnership's share of losses of Table Mesa.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

Fair Value of Financial Instruments:

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about
Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate fair value. Fair value is defined in the SFAS as the amount at which
the instrument could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale.  The Partnership believes
that the carrying amount of its financial instruments (except for long term
debt) approximates their fair value due to the short term maturity of these
instruments.  The fair value of the Partnership's long term debt, after
discounting the scheduled loan payments to maturity, approximates its carrying
balance.

Cash and Cash Equivalents:

The Partnership considers all highly liquid investments with a maturity of three
months or less at the time of purchase to be cash equivalents.  At certain

times, the amount of cash deposited at a bank may exceed the limit on insured
deposits.

Security Deposits:

The Partnership requires security deposits from lessees for the duration of the
lease, and such deposits are included in receivables and deposits.  The security
deposits are refunded when the tenant vacates, provided the tenant has not
damaged its space and is current on its rental payments.

Investment Properties:

Investment properties are stated at cost.  Acquisition fees are capitalized as a
cost of real estate.  In accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of",
the Partnership records impairment losses on long-lived assets used in
operations when events and circumstances indicate that the assets may be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of these assets.

Depreciation:

Depreciation is computed by the straight-line method over estimated useful lives
ranging from 15 to 31.5 years for buildings and improvements and three to seven
years for furnishings.   Tenant improvements are depreciated using the straight-
line method over the tenant's lease term.

Other assets:

Included in other assets are loan costs and lease commissions.  Loan costs are
capitalized and are amortized on a straight-line basis as interest expense over
the life of the loans. At December 31, 1997, unamortized loan costs of
approximately $86,000 are included in other assets.  Lease commissions are
deferred and amortized over the lives of the related leases. Such amortization
is charged to operating expenses.  At December 31, 1997, unamortized leasing
commissions totaled approximately $27,000 and are included in other assets.

Leases:

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on these leases.

The Partnership leases commercial space to tenants under various lease terms.
For leases containing fixed rental increases during their term, rents are
recognized on a straight-line basis over the terms of the leases.  For all other
commercial leases, rents are recognized over the terms of the leases as earned.

Advertising Costs:

Advertising costs of approximately $14,000 in 1997, and $11,000 in 1996, were
charged to expense as incurred and are included in operating expenses.

Income Taxes:

Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.

Reclassifications:

Certain reclassifications have been made to the 1996 balances to conform to the
1997 presentation.

NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership.

On June 24, 1997, Insignia,  a Delaware corporation, and IFGP Corporation, a
wholly-owned subsidiary of Insignia and a Delaware corporation (collectively the
"Buyer"), entered into a Stock Purchase Agreement (the "Agreement") with The
Wynnewood Company, Inc., a New York corporation ("Seller"), DBL, a New York
corporation, and William Clements, an individual and the owner of 100% of the
capital stock of Seller.  The closing of the transactions contemplated by the
Agreement occurred on June 24, 1997 (the "Closing").  At the Closing, pursuant
to the terms and conditions of the Agreement, the Buyer acquired all of the
issued and outstanding stock of DBL.

Upon the Closing, the former officers and directors of DBL resigned and Insignia
caused new officers and directors of this entity to be elected.

The following transactions with The Wynnewood Company prior to June 24, 1997,
and with affiliates of Insignia subsequent to June 24, 1997, were incurred
during the years ended December 31, 1997 and 1996 (in thousands):

                                                           1997       1996
Property management fees (included in operating
  expenses)                                                 $64        $34
Reimbursement for services of affiliates (included in
  general and administrative expenses)                       19         --

Prior to Insignia's affiliation on June 24, 1997, affiliates of Insignia
provided property management and partnership administrative services for the
Partnership.

In addition, the operations of Table Mesa include management fees paid to
affiliates of Table Mesa which totaled approximately $74,000 in 1997 and 1996.
In addition, leasing commissions paid to affiliates of Table Mesa amounted to
approximately $110,000 and $29,000 in 1997 and 1996, respectively.

For the period from January 1, 1996 to August 31, 1997, the Partnership insured
Presidential House under a master policy through an agency and insurer
unaffiliated with the General Partner.  An affiliate of the General Partner,
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master 
policy.  The agent assumed the financial obligations to the affiliate of the 
General Partner, who received payments on these obligations from the agent.  
The amount of the Partnership's insurance premiums to the benefit of the 
affiliate of the General Partner by virtue of the agent's obligations is 
not significant.

NOTE C - INVESTMENT IN JOINT VENTURE

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 approximately $1,954,000.  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 approximately $812,000. Losses of SPA were
limited to the Partnership's share of recourse liabilities of SPA and for the
year ended December 31, 1996, no additional losses were recorded.

The Partnership's share of unrecognized losses for the year ended December 31,
1996, totaled approximately $182,000.

On March 19, 1997, SPA sold the Hotel for $6,300,000 to CapStar Management
Company, L.P. ("CapStar"), the Hotel's management company.  In addition, under
the sale agreement Capstar was entitled to collect and retain all accrued
receivables and assumed all outstanding payables, as defined, with respect to
the Hotel.  The proceeds from the sale of the Hotel were used first to satisfy
the mortgage payable of approximately $3,964,000 on the Hotel and the balance
was paid to Almanzil in accordance with the terms of the joint venture
agreement. As the result of the sale, the Partnership recognized a gain on
disposition of investment in joint venture of approximately $812,000 in its
statement of operations for the year ended December 31, 1997.

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 approximately $52,000 and $70,000
for the years ended December 31, 1997 and 1996, respectively.

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, 1997, is as
follows (in thousands):

  Assets:
    Real and personal property net
     of accumulated depreciation             $ 5,940
    Other assets                                 981
       Total assets                                            $6,921
  Liabilities:
    Mortgage payable                         $ 6,816
    Other liabilities                            516
       Total liabilities                                       $7,332
  Gross revenue                                                $2,172
 
  Net income                                                   $   98


NOTE D - MORTGAGE NOTES PAYABLE

The principle terms of mortgage notes payable are as follows (in thousands):


                        Principal      Monthly                       Principal
                        Balance At     Payment                       Balance
                       December 31,   Including   Interest Maturity   Due At
Property                  1997        Interest      Rate     Date    Maturity

Wendover II             $ 1,224        $   11      7.75%    2/1/01   $  1,091
Presidential House        3,356            31      8.00%    8/1/00      3,047
                        $ 4,580        $   42

The mortgage notes payable are nonrecourse and are secured by pledge of the
Partnership's properties and by pledge of revenues from the respective rental
properties.  The mortgage notes include prepayment penalties if repaid prior to
maturity.


Scheduled principal payments of mortgage notes payable subsequent to December
31, 1997, are as follows (in thousands):

               1998                $   152
               1999                    164
               2000                  3,169
               2001                  1,095
               Total               $ 4,580

NOTE E- PARTNERS' CAPITAL

Pursuant to a public offering, 37,273 units were sold at $500 per interest. The
calculation of net income (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, 1997, the unpaid preferred return arrearage totaled
approximately $14,543,000.

NOTE F - OPERATING LEASES

The Partnership leases office, warehouse and retail space to tenants of Wendover
Business Park Phase II under operating lease agreements which expire on various
dates through 2002.  Future minimum rental income, excluding escalation charges,
under these leases as of December 31, 1997, are as follows (in thousands):

       1998        $  460
       1999           305
       2000           191
       2001            83
       2002            39
       Total       $1,078

NOTE G - INCOME TAXES

A reconciliation of the net income (loss) per the financial statements to the
net taxable income (loss) to partners is as follows (in thousands, except unit
data):

                                                                 Years Ended
                                                                 December 31,
                                                                1997      1996
Net income (loss) as reported                                  $  724   $  (89)
Preferred returns not recognized as income for
 tax purposes                                                               --
Depreciation and amortization differences                         (25)     (46)
Amount of tax loss under (over) book loss of equity investees     927      (52)
Prepaid rent                                                       14      (16)
Federal taxable net income (loss)                              $1,612   $ (203)
Federal taxable income (loss) per limited partnership
  unit                                                         $42.82   $(5.39)


The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):

                                                      1997

Net assets as reported                             $   959
 Investment property at cost, net                   (1,228)
 Other assets and liabilities                          (12)
 Investment in JV                                      353

Net assets - tax basis                             $    72


NOTE H - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)


                                       Initial Cost
                                      To Partnership
                                                          Net Cost
                                            Buildings     (Written
                                           and Related     Down)
                                             Personal  Subsequent to
    Description     Encumbrances   Land      Property   Acquisition

Presidential House   $  3,356      $1,510   $ 6,037       $   (82)
Wendover II             1,224         359     4,547          (638)

Total                $  4,580      $1,869   $10,584       $  (720)



<TABLE>
<CAPTION>
                             Gross Amount at Which Carried
                                  At December 31, 1997
                              Buildings             Accumu-    Year     Date    Deprec-
                             And Related             lated      of       of      iable
                               Personal             Deprec-  Construc-  Acqui-   Life-
    Description       Land     Property    Total    iation     tion    sition    Years
<S>               <C>         <C>       <C>        <C>      <C>       <C>    <C>
Presidential House $  1,287    $  6,178  $  7,465   $ 5,237  1967/1974 10/84  5-31.5 yrs.
Wendover II             291       3,977     4,268     2,282    1982     4/84  3-25 yrs.

Total               $ 1,578    $ 10,155  $ 11,733   $ 7,519
</TABLE>

Reconciliation of Investment Properties and Accumulated Depreciation:

                                            Years Ended December 31,
                                               1997          1996
Investment Properties

Balance at beginning of year              $   11,633    $   11,557
  Property improvements                          100            76
Balance at end of year                    $   11,733    $   11,633

Accumulated Depreciation

Balance at beginning of year              $    7,063    $    6,613
  Additions charged to expense                   456           450
Balance at end of year                    $    7,519    $    7,063

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is approximately $11,258,000 and $11,158,000,
respectively.  The accumulated depreciation taken for Federal income tax
purposes at December 31, 1997 and 1996, is approximately $8,272,000 and
$7,783,000, respectively.

NOTE I - DISTRIBUTIONS

In December 1995, the General Partner approved a cash distribution to the
limited partners in the amount of approximately $280,000 ($7.50 per limited
partner unit) which was paid in February 1996.  In April 1996, the Partnership
paid approximately $3,000 for withholding taxes on behalf of the limited
partners.  This payment is reflected as a distribution to the limited partners.

In December 1996, the Partnership declared a cash distribution to the limited
partners in the amount of approximately $280,000 ($7.50 per limited partnership
unit).  The distribution was accrued at December 1996 and paid in March 1997.
In April 1997, the Partnership paid approximately $4,000 for withholding taxes
on behalf of the limited partners.  This payment is reflected as a distribution
to the limited partners.

In February 1998, the Partnership declared and paid a cash distribution to the
limited partners in the amount of approximately $140,000.

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

There were no disagreements with Pannell Kerr Forster PC regarding the 1997 and
1996 audits of the Partnership's financial statements.



                                   PART III


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

The Partnership does not have any officers or directors. Management and
administrative services are performed by DBL Properties Corporation ("DBL" or
the "General Partner") and its affiliates.  The General Partner has general
responsibility and authority in all matters affecting the business of the
Partnership.

On June 24, 1997, Insignia Financial Group, Inc., a Delaware corporation
("Insignia"), and IFGP Corporation, a Delaware corporation (collectively, the
"Buyer"), entered into a Stock Purchase Agreement (the "Agreement") with The
Wynnewood Company, Inc., a New York corporation ("Seller"), DBL, a New York
corporation, and William Clements, an individual and the owner of 100% of the
capital stock of Seller.  The closing of the transactions contemplated by the
Agreement occurred on June 24, 1997 (the "Closing"). At the Closing, pursuant to
the terms and conditions of the Agreement, the Buyer acquired all of the issued
and outstanding stock of DBL.  Upon the Closing, the former officers and
directors of DBL resigned and Insignia caused new officers to be elected.

The names of the directors and executive officers of DBL as of January 29, 1998,
their ages and nature of all positions presently held by them are set forth
below.  There are no family relationships between or among any officers and
directors:

      Name                                     Age       Position

      William H. Jarrard, Jr.                   51       President and Director

      Ronald Uretta                             41       Vice President and
                                                           Treasurer

      Martha L. Long                            38       Controller

      Daniel M. LeBey                           32       Vice President and
                                                           Secretary

      Kelley M. Buechler                        40       Assistant Secretary

William H. Jarrard, Jr. has been President and Director of the General Partner
since June 24, 1997.  He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), an affiliate of the General Partner, since May 1997.
Mr. Jarrard previously acted as Managing Director - Partnership Administration
of Insignia from January 1991 through September 1997 and served as Managing
Director - Partnership Administration and Asset Management of Insignia from July
1994 until January 1996.

Ronald Uretta has been Vice President and Treasurer of the General Partner since
June 24, 1997, and Insignia's Treasurer since January 1992.  Since August 1996,
he has also served as Insignia's Chief Operating Officer.  He has also served as
Insignia's Secretary from January 1992 to June 1996 and as Insignia's Chief
Financial Officer from January 1992 to August 1996.


Martha L. Long has been Controller of the General Partner since June 24, 1997,
and Senior Vice President - Finance and Controller of Insignia since January
1997.  In June 1994, Ms. Long joined Insignia as its Controller, and was
promoted to Senior Vice President - Finance in January 1997.  Prior to that
time, she was Senior Vice President and Controller of the First Savings Bank, in
Greenville, SC.

Daniel M. LeBey has been Vice President and Secretary of the General Partner
since January 29, 1998, and Insignia's Assistant Secretary since April 30, 1997.
Since July 1996 he has also served as Insignia's Associate General Counsel. From
September 1992 until June 1996, Mr. LeBey was an attorney with the law firm of
Alston & Bird LLP, Atlanta, Georgia.

Kelley M. Buechler has been Assistant Secretary of the General Partner since
June 24, 1997, and Assistant Secretary of Insignia since 1991.

ITEM 10. EXECUTIVE COMPENSATION

No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the General Partner.  The Partnership has no plan,
nor does the Partnership presently propose a plan, which will result in any
remuneration being paid to any officer or director upon termination of
employment.  However, reimbursements and other payments have been made to the
Partnership's General Partner and its affiliates, as described in "Item 12.
Certain Relationships and Related Transactions" below.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Partnership is a limited partnership and has no officers or directors.  The
General Partner has discretionary control over most of the decisions made by or
for the Partnership in accordance with the terms of the Partnership Agreement.

The directors and officers of the General Partner, as a group, do not own any of
the Partnership's units.

As of January 1, 1998, there is no person known to the Partnership who owns
beneficially or of record more than five percent of the limited partnership
units of the Partnership.

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.  The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders.  If the closing occurs, AIMCO will then control the General
Partner of the Partnership.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership.

On June 24, 1997, Insignia,  a Delaware corporation, and IFGP Corporation, a
wholly-owned subsidiary of Insignia and a Delaware corporation (collectively the
"Buyer"), entered into a Stock Purchase Agreement (the "Agreement") with The
Wynnewood Company, Inc., a New York corporation ("Seller"), DBL, a New York
corporation, and William Clements, an individual and the owner of 100% of the
capital stock of Seller.  The closing of the transactions contemplated by the
Agreement occurred on June 24, 1997 (the "Closing").  At the Closing, pursuant

to the terms and conditions of the Agreement, the Buyer acquired all of the
issued and outstanding stock of DBL.

Upon the Closing, the former officers and directors of DBL resigned and Insignia
caused new officers and directors of this entity to be elected.

The following transactions with The Wynnewood Company prior to June 24, 1997,
and with affiliates of Insignia subsequent to June 24, 1997, were incurred
during the years ended December 31, 1997 and 1996 (in thousands):

                                                1997       1996
Property management fees                         $64        $34
Reimbursement for services of affiliates          19         --

Prior to Insignia's affiliation on June 24, 1997, affiliates of Insignia
provided property management and partnership administrative services for the
Partnership.

In addition, the operations of Table Mesa include management fees paid to
affiliates of Table Mesa which totaled approximately $74,000 in 1997 and 1996.
In addition, leasing commissions paid to affiliates of Table Mesa amounted to
approximately $110,000 and $29,000 in 1997 and 1996, respectively.

For the period from January 1, 1996 to August 31, 1997, the Partnership insured
Presidential House under a master policy through an agency and insurer
unaffiliated with the General Partner.  An affiliate of the General Partner,
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy.  The agent assumed the financial obligations to the affiliate of the
General Partner, who received payments on these obligations from the agent.  The
amount of the Partnership's insurance premiums accruing to the benefit of the
affiliate of the General Partner by virtue of the agent's obligations is not
significant.


ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:  See Exhibit Index contained herein.

(b) Reports on Form 8-K filed during the fourth quarter of 1997:  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
                            Its General Partner




                      By:   /s/William H. Jarrard, Jr.
                            William H. Jarrard, Jr.
                            President and Director

                      Date: March 25, 1998



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.

Signature/Name                       Title                  Date

/s/William H. Jarrard, Jr.          President and Director  March 25, 1998
William H. Jarrard, Jr.

/s/Ronald Uretta                    Vice President and      March 25, 1998
Ronald Uretta                       Treasurer



                              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.

    99.10  Report on Form 8-K filed July 9, 1997, regarding the change in 
           control of the Partnership.