UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

               For the Quarterly Period Ended September 30, 1998


                                      or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

For the transition period from                    to                   


                           Commission File #0-16780


                   Inland Real Estate Growth Fund II, L.P. 
            (Exact name of registrant as specified in its charter)


         Delaware                                     #36-3547165
  (State or other jurisdiction     (I.R.S. Employer Identification Number)
of incorporation or organization)


       2901 Butterfield Road, Oak Brook, Illinois         60523
        (Address of principal executive office)         (Zip Code)


    Registrant's telephone number, including area code:  630-218-8000


                                   N/A                        
                (Former name, former address and former fiscal
                      year, if changed since last report)


Indicate by  check  mark  whether  the  registrant  (1)  has  filed all reports
required to be filed by Section 13  or  15(d) of the Securities Exchange Act of
1934 during the  preceding  12  months  (or  for  such  shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes X  No   






                                      -1-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                                Balance Sheets

                   September 30, 1998 and December 31, 1997
                                  (unaudited)

                                    Assets
                                    ------
                                                       1998          1997
                                                       ----          ----
Current assets:
  Cash and cash equivalents including amounts
    held by property manager (Note 1)............. $   188,103       128,545 
  Accrued interest receivable.....................         172           274
                                                   ------------  ------------
    Total current assets..........................     188,275       128,819
                                                   ------------  ------------

Property held for sale............................   1,187,724          -
Investment property (including acquisition fees
    paid to Affiliates of $59,500 at December 31,
    1997 (Notes 1 and 2):
  Land............................................        -          438,389
  Building and improvements.......................        -        1,096,872
                                                   ------------  ------------
                                                          -        1,535,261
  Less accumulated depreciation...................        -          320,115
    Total investment property, net of              ------------  ------------
      accumulated depreciation....................        -        1,215,146
                                                   ------------  ------------
Installment contracts receivable (Note 3).........        -           80,000
Accrued rents receivable (Notes l and 4)..........      51,986        63,724
Deferred loan costs (net of accumulated
  amortization of $18,683 and $10,165 at
  September 30, 1998 and December 31, 1997,
  respectively) (Note 1)..........................       3,785        12,303
Deferred leasing fees to Affiliates (net of
  accumulated amortization of $17,990 and $15,991
  at September 30, 1998 and December 31, 1997,
  respectively) (Note 1)..........................       7,996         9,995
                                                   ------------  ------------
Total assets...................................... $ 1,439,766     1,509,987
                                                   ============  ============










                See accompanying notes to financial statements.


                                      -2-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                                Balance Sheets
                                  (continued)

                   September 30, 1998 and December 31, 1997
                                  (unaudited)

                       Liabilities and Partners' Capital
                       ---------------------------------
                                                       1998          1997
Current liabilities:                                   ----          ----
  Current portion of long-term debt (Note 5)...... $   797,350        65,740
  Accrued interest payable........................        -            5,856
  Due to Affiliates (Note 2)......................       2,854           533
                                                   ------------  ------------
    Total current liabilities.....................     800,204        72,129
                                                   ------------  ------------
Commission payable to Affiliates (Note 2).........     135,000       135,000
Long-term debt, less current portion (Note 5).....        -          786,015
                                                   ------------  ------------
    Total liabilities.............................     935,204       993,144
                                                   ------------  ------------
Deferred gain on sale of investment property
  (Note 3)........................................        -            9,950

Partners' capital (Notes 1 and 2):
  General Partner:
    Capital contribution..........................         500           500
    Cumulative net income.........................      16,116        15,650
    Cumulative cash distributions.................      (9,804)       (9,374)
                                                   ------------  ------------
                                                         6,812         6,776
  Limited Partners:                                ------------  ------------
    Units of $1,000. Authorized 25,000 Units,
      4,004.25 Units outstanding September 30,
      1998 and at December 31, 1997 (net of
      offering costs of $462,849, of which
      $59,476 was paid to Affiliates).............   3,541,408     3,541,408
    Cumulative net income.........................   1,595,570     1,549,411
    Cumulative cash distributions.................  (4,639,228)   (4,590,702)
                                                   ------------  ------------
                                                       497,750       500,117
                                                   ------------  ------------
      Total Partners' capital.....................     504,562       506,893
                                                   ------------  ------------
Total liabilities and Partners' capital........... $ 1,439,766     1,509,987
                                                   ============  ============






                See accompanying notes to financial statements.


                                      -3-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                           Statements of Operations

        For the three and nine months ended September 30, 1998 and 1997
                                  (unaudited)


                                        Three months            Nine months
                                           ended                  ended
                                        September 30,          September 30,
                                        -------------          -------------
                                       1998       1997       1998       1997
Income:                                ----       ----       ----       ----
  Rental income (Notes 1 and 4).... $  51,658     51,661    154,980    154,983
  Interest income..................     2,375      3,259      8,501      9,748
                                    ---------- ---------- ---------- ----------
                                       54,033     54,920    163,481    164,731
                                    ---------- ---------- ---------- ----------
Expenses:
  Professional services to
    Affiliates.....................     1,065      1,525      2,762      3,937
  Professional services to
    non-affiliates.................     2,000       -        18,900     17,575 
  General and administrative
    expenses to Affiliates.........     3,454      2,727     11,374     11,027
  General and administrative
    expenses to non-affiliates.....       530        921      3,124      3,528
  Property operating expenses to
    Affiliates.....................       555        555      1,667      1,667
  Mortgage interest................    16,676     17,995     51,040     54,877
  Depreciation.....................     9,140      9,142     27,422     27,423
  Amortization.....................     3,506      3,505     10,517      9,324
                                    ---------- ---------- ---------- ----------
                                       36,926     36,370    126,806    129,358
                                    ---------- ---------- ---------- ----------
Operating income...................    17,107     18,550     36,675     35,373
Gain on sale of investment property
  (Note 3).........................      -          -         9,950       -
                                    ---------- ---------- ---------- ----------
Net income......................... $  17,107     18,550     46,625     35,373
                                    ========== ========== ========== ==========

Net income allocated to:
  General Partner.................. $     171        186        466        354
  Limited Partners.................    16,936     18,364     46,159     35,019
                                    ---------- ---------- ---------- ----------
    Net income..................... $  17,107     18,550     46,625     35,373
                                    ========== ========== ========== ==========





                See accompanying notes to financial statements.


                                      -4-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                           Statements of Operations

        For the three and nine months ended September 30, 1998 and 1997
                                  (unaudited)


Net income allocated to the one
  General Partner Unit:

  Operating income................. $     171        186        366        354
  Gain on sale of investment
    property.......................      -          -           100       -
                                    ---------- ---------- ---------- ----------
                                    $     171        186        466        354
                                    ========== ========== ========== ==========

Net income per 4,004.25 weighted
  average Limited Partner Units:

  Operating income................. $    4.23       4.59       9.06       8.75
  Gain on sale of investment
    property.......................      -          -          2.46       -
                                    ---------- ---------- ---------- ----------
                                    $    4.23       4.59      11.52       8.75
                                    ========== ========== ========== ==========



























                See accompanying notes to financial statements.


                                      -5-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                           Statements of Cash Flows

             For the nine months ended September 30, 1998 and 1997
                                  (unaudited)


                                                       1998          1997
Cash flows from operating activities:                  ----          ----
  Net income...................................... $    46,625        35,373
  Adjustments to reconcile net income to net
      cash provided by operating activities:
    Gain on sale..................................      (9,950)         -
    Accrued rents receivable......................      11,738        11,737
    Depreciation..................................      27,422        27,423
    Amortization..................................      10,517         9,324
    Changes in assets and liabilities:
      Accrued interest receivable.................         102           192
      Accounts payable and accrued expenses.......        -             -
      Accrued interest payable....................      (5,856)       (6,275)
      Due to Affiliates...........................       2,321         2,151
                                                   ------------  ------------
Net cash provided by operating activities.........      82,919        79,925
                                                   ------------  ------------
Cash flows from investing activities:
  Principal payments collected....................      80,000          -
                                                   ------------  ------------
Net cash provided by investing activities.........      80,000          -
                                                   ------------  ------------
Cash flows from financing activities:
  Deferred loan costs.............................        -          (22,468)
  Principal payments of long-term debt............     (54,405)      (48,581)
  Distributions...................................     (48,956)      (49,963)
                                                   ------------  ------------
Net cash used in financing activities.............    (103,361)     (121,012)
                                                   ------------  ------------
Net increase (decrease) in cash and cash
  equivalents.....................................      59,558       (41,087)
Cash and cash equivalents at beginning of period..     128,545       152,259
                                                   ------------  ------------
Cash and cash equivalents at end of period........ $   188,103       111,172
                                                   ============  ============


Supplemental disclosure of cash flow information:

  Cash paid for mortgage and other interest....... $    56,896        61,152
                                                   ============  ============





                See accompanying notes to financial statements.


                                      -6-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements

                              September 30, 1998
                                  (unaudited)


Readers of this  Quarterly  Report  should  refer  to the Partnership's audited
financial statements for the  fiscal  year  ended  December 31, 1997, which are
included  in  the  Partnership's  1997   Annual  Report,  as  certain  footnote
disclosures which would substantially duplicate those contained in such audited
financial statements have been omitted from this Report.

(1) Organization and Basis of Accounting

Inland Real Estate Growth Fund II, L.P. (the "Partnership"), was formed in June
1987, pursuant to  the  Delaware  Revised  Uniform  Limited Partnership Act, to
invest in improved residential,  retail,  industrial and other income producing
properties.  On September 21,  1987,  the  Partnership commenced an Offering of
25,000 Limited  Partnership  Units  (the  "Units")  pursuant  to a Registration
Statement on Form S-11  under  the  Securities  Act  of  1933.  The Partnership
terminated the Offering on September 21, 1989.   A total of 4,038.25 Units were
sold to the public  at  $1,000  per  Unit,  yielding gross offering proceeds of
$4,038,250, not including the General  Partner's  contribution of $500.  All of
the holders of these Units were  admitted  to the Partnership.  As of September
30, 1998, the Partnership has  repurchased  a  total of 34 Units ($33,993) from
various Limited Partners.  At  September  30,  1998,  included in cash and cash
equivalents, is approximately $14,000 restricted for use by the Unit Repurchase
Program.  The Limited Partners  of  the  Partnership  share in their portion of
benefits of ownership of  the  Partnership's real property investment according
to the number of Units held.   Inland Real Estate Investment Corporation is the
General Partner.

The preparation of financial  statements  in conformity with generally accepted
accounting principles requires  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 periods.
Actual results could differ from those estimates.

Offering costs have been offset against the Limited Partners' capital accounts.

Deferred loan costs are amortized on a straight-line basis over the life of the
loan.  Deferred leasing fees  are  amortized  on a straight-line basis over the
term of the related lease.










                                      -7-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1998
                                  (unaudited)


Statement of Financial Accounting Standards No. 121 requires the Partnership to
record an impairment loss on  its  property  to be held for investment whenever
its carrying value  cannot  be  fully  recovered through estimated undiscounted
future cash flows from their operations and sale.  The amount of the impairment
loss to be recognized would  be  the difference between the property's carrying
value and the property's estimated fair  value.  The Partnership's policy is to
consider a property to be held for sale or disposition when the Partnership has
committed to sell such property and  active marketing activity has commenced or
is expected to commence in the  near  term.   Effective September 23, 1998, the
Partnership's investment property was held  for  sale.  In accordance with SFAS
121, any property identified as  "held  for  sale  or disposition" is no longer
depreciated.  Adjustments for impairment loss  for  such a property are made in
each period as necessary to report the  property at the lower of carrying value
or fair value less cost to sell.  As of September 30, 1998, the Partnership has
not recognized any such impairment on its property.

The Partnership uses the  straight-line  method  of  depreciation with a useful
life of thirty years for  buildings  and  improvements.  Maintenance and repair
expenses are charged to operations  as  incurred.  Significant improvements are
capitalized and depreciated over their estimated useful lives.

Rental income is recognized  on  a  straight-line  basis  over  the term of the
lease.  The excess of rental  income  earned  over  the cash rent due under the
provisions of the lease agreement is recorded as accrued rent receivable.

The Partnership  considers  all  highly  liquid  investments  purchased  with a
maturity of three months or less to be cash equivalents.

No provision for Federal income taxes  has  been made as the liability for such
taxes is that of the Partners rather than the Partnership.

Statement of Financial Accounting  Standards  No.  128 "Earnings per Share" was
adopted by the Partnership for the  year  ended  December 31, 1997 and has been
applied to all prior  earnings  periods  presented in the financial statements.
The Partnership has no dilutive securities.

In  the  opinion  of  management,  the  financial  statements  contain  all the
adjustments necessary, which  are  of  a  normal  recurring  nature, to present
fairly the financial position and  results  of operations.  Interim periods are
not necessarily indicative of results to be expected for the year.







                                      -8-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1998
                                  (unaudited)



(2) Transactions with Affiliates

The General  Partner  and  its  Affiliates  are  entitled  to reimbursement for
salaries and expenses of employees  of  the  General Partner and its Affiliates
relating to the administration  of  the  Partnership,  of which $2,854 and $533
remained unpaid at September 30, 1998 and December 31, 1997, respectively.

In connection  with  the  sales  at  Wellington  Place  apartment  complex, the
Partnership has recorded $135,000 of sales commissions payable to Affiliates of
the General Partner.    Such  commissions  will  be  deferred until the Limited
Partners have received their Original Capital plus a return as specified in the
Partnership Agreement.

An Affiliate of the General Partner  is entitled to receive Property Management
Fees for management and leasing services.    Management fees of $1,667 for both
the nine months ended September 30, 1998  and 1997, have been incurred and paid
to an  Affiliate  and  are  included  in  the  Partnership's property operating
expenses to Affiliates.

(3) Installment Contracts Receivable

During 1991, the Partnership sold all  of the eighteen buildings comprising the
Wellington  Place  apartment  complex  to  unaffiliated  third  parties.    The
Partnership  had  recorded  wrap  around  installment  contracts  receivable of
$3,988,999 as a result of these  sales,  with interest rates ranging from 10.5%
to 10.9% due  over  seven  to  ten  years.    The  gain  of  $616,858 was to be
recognized as cash  was  received  over  the  life  of  the related installment
contracts.  As of September 30, 1998, all of gain has been recognized.

The  Partnership  received  complete   prepayments   on  all  of  the  eighteen
installment  contracts  receivable  amounting  to  $3,609,589,  which  included
prepayment penalties of  $10,830,  less  credit  to  the  borrowers for prepaid
interest.   In  conjunction  with  five  of  the  prepayments,  the Partnership
provided a single borrower with five second mortgages, in the amount of $16,000
each, which required interest-only payments at the rate of 10% per annum with a
final balloon  payment  due  June  30,  1998,  collateralized  by  five  of the
buildings previously sold.  As  of  September  30, 1998, these second mortgages
have been repaid in full.








                                      -9-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1998
                                  (unaudited)



(4) Accrued Rents Receivable

The health club lease contains provisions providing for stepped rent increases.
Generally accepted accounting principles require that rental income be recorded
for the period of  occupancy  using  the  effective  monthly rent, which is the
average monthly rent for the entire period  of occupancy during the term of the
lease.  The accompanying financial statements  include a decrease of $11,738 in
both 1998 and 1997, of  rental  income  for  the  period of occupancy for which
stepped rent  increases  apply  and  $51,986  and  $63,724  in related accounts
receivable as of September 30, 1998 and December 31, 1997, respectively.  Those
amounts are expected to be collected  over  the  terms of the related leases as
scheduled rent payments are made.

(5) Mortgage Payable

The General Partner  obtained  an  extension  until  February  1, 1999 from the
current first  mortgage  holder  on  the  mortgage  loan  collateralized by the
Scandinavian Health Club property.  Monthly principal and interest payments are
based on an interest  rate  of  8.25%  adjusted  annually,  based on a ten year
amortization period.

(6) Subsequent Events

During October 1998, the Partnership  paid  a  distribution of $15,319 of which
$133 was distributed to the General  Partner and $15,186 was distributed to the
Limited Partners.    The  Limited  Partners'  distribution  included  $2,000 of
repayment proceeds and $13,186 of operating cash flow.



















                                     -10-



Item 2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
         Results of Operations


Certain statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and  elsewhere in this quarterly report on
Form 10-Q constitute of "forward-looking  statements" within the meaning of the
Federal Private Securities  Litigation  Reform  Act  of  1995.   These forward-
looking statements involve  known  and  unknown  risks, uncertainties and other
factors which  may  cause  the  Partnership's  actual  results,  performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied  by  these forward-looking statements.  These
factors include,  among  other  things,  federal,  state  or local regulations;
adverse changes in general economic  or local conditions; inability of borrower
to meet financial  obligations;  uninsured  losses;  and potential conflicts of
interest between the  Partnership  and  its  Affiliates,  including the General
Partner.


Liquidity and Capital Resources

On September 21, 1987, the Partnership  commenced an Offering of 25,000 Limited
Partnership Units pursuant to a  Registration  Statement on Form S-11 under the
Securities Act of 1933.  The  Offering  terminated on September 21, 1989 with a
total of 4,038.25 Units being sold  to  the public at $1,000 per Unit resulting
in $4,038,250 in gross offering  proceeds,  not including the General Partner's
contribution, of which $3,077,513 was invested in two properties.  In addition,
proceeds were used to repay advances from the General Partner, pay offering and
organization costs and  make  distributions  to  the  Limited  Partners.  As of
September 30, 1998, the  Partnership  has  repurchased  34 Units ($33,993) from
various Limited Partners through the Unit Repurchase Program.

At September  30,  1998,  the  Partnership  had  cash  and  cash equivalents of
$188,103, which includes approximately $14,000 restricted for the repurchase of
Units through the Unit  Repurchase  Program.    The  Partnership intends to use
available cash for working capital requirements and cash distributions.

The Partnership is generating sufficient  cash flow to cover operating expenses
and debt service.  To the  extent  that  these sources are insufficient to meet
the Partnership's needs, the Partnership  may  rely on advances from Affiliates
of the General Partner, other short-term financing or may sell this property.

The General Partner has agreed  to  make,  if necessary, a Supplemental Capital
Contribution.  The  Supplemental  Capital  Contribution  shall  be in an amount
which will enable the  Partnership  to  pay  a  liquidating distribution to the
Limited Partners equal to their  Adjusted Invested Capital plus a noncompounded
Minimum Return of 2% per annum  on their Invested Capital.  After consideration
of the Supplemental Capital Contribution,  the Partnership believes that it has
sufficient funds to satisfy its obligations.








                                     -11-



Results of Operations

As of September 23, 1998, the Partnership listed and was actively marketing the
Scandinavian Health Club  property  for  sale  at  an  amount  in excess of its
carrying value.  The listing agreement is  for a period of three months and, as
of the date of this report,  the  Partnership  has not received any offers.  At
the end of  the  three  months,  the  Partnership  will  consider extending the
listing or reclassifying the property  as  held  for investment.  To the extent
the Partnership determines that the property will continue to be held for sale,
the Partnership will cease depreciation beginning with the date of the original
listing agreement.

The decrease in professional  services  to  Affiliates  for  the three and nine
months ended September 30, 1998, as compared to the three and nine months ended
September 30, 1997, is  due  to  a  decrease  in  accounting and legal services
required by the Partnership.    The  increase  in professional services to non-
affiliates for the three and nine  months ended September 30, 1998, as compared
to the three and nine months ended September 30, 1997, is due to an increase in
accounting fees required by the Partnership.

As of September 30, 1998, the Partnership  received payment in full on the five
second mortgages from the sale of  the  the Wellington Place apartments and has
recognized the remaining gain from the sale.



Year 2000 Issues

GENERAL

Many computer operating systems  and  software  applications were designed such
that the year 1999 is the  maximum  date  that can be processed accurately.  In
conducting business, the Partnership relies  on computers and operating systems
provided by equipment manufacturers, and also on application software developed
internally and,  to  a  limited  extent,  by  outside  software  vendors.   The
Partnership has assessed its  vulnerability  to the so-called "Year-2000 Issue"
with respect to its equipment and computer systems.

STATE OF READINESS

The Partnership  has  identified  the  following  three  areas  for "Year-2000"
compliance efforts:

Business  Computer  Systems:  The  majority  of  the  Partnership's information
technology systems  were  developed  internally  and  include accounting, lease
management, investment portfolio  tracking,  and  tax  return preparation.  The
Partnership has rights to the  source  code  for these applications and employs
programmers who are  knowledgeable  regarding  these  systems.   The process of
testing these internal  systems  to  determine  year  2000 compliance is nearly
complete.  The Partnership does  not  anticipate any material costs relating to
its  business  computer  systems  regarding  year  2000  compliance  since  the
Partnership's  critical  hardware  and  software  systems  use  four  digits to
represent the applicable year.  The Partnership does use various computers, so-
called "PC's", that may run software that  may not use four digits to represent
the applicable year.  The  Partnership  is  in  the  process  of testing the PC
hardware and software to determine year  2000  compliance, but it must be noted
that such PC's  are  incidental  to  the  Partnership's  critical systems.  The
Partnership is considering independent testing of its critical systems.


                                     -12-



Tenants and Suppliers: The Partnership is  in the process of surveying tenants,
suppliers and other parties with whom the Partnership does a significant amount
of business to identify the Partnership's  potential exposure in the event such
parties are not  year  2000  compliant  in  a  timely  manner.  Since this area
involves some parties over which the Partnership has no control, such as public
utility companies, it is difficult, at best, to judge the status of the outside
companies' year 2000 compliance.  The  Partnership  is working closely with all
suppliers of goods and services  in  an  effort  to  minimize the impact of the
failure of any supplier to become year 2000 compliant by December 31, 1999. The
Partnership's investigations and assessments  of  possible year 2000 issues are
in a preliminary stage,  and  currently  the  Partnership  is  not aware of any
material impact on its business, operations  or financial condition due to year
2000 non-compliance by any of the Partnership's tenants or suppliers. 

Non-Information Technology Systems:  In  the  operation  of its properties, the
Partnership  has  acquired   equipment   with   embedded   technology  such  as
microcontrollers, which  operate  heating,  ventilation,  and  air conditioning
systems,  fire  alarms,  security   systems,  telephones  and  other  equipment
utilizing time-sensitive technology.    The  Partnership  is  in the process of
evaluating its potential exposure and  costs if such non-information technology
systems are not year 2000  compliant  and  expects  to  be able to complete its
assessment during the second quarter of 1999.

YEAR 2000 COSTS

The Partnership's General Partner  and  its  Affiliates  estimate that costs to
achieve  year  2000  compliance   will   not   exceed  $50,000.  However,  only
approximately 1% of these costs will  be  directly allocated to and paid by the
Partnership. The balance of the  year 2000 compliance costs, approximately 99%,
will be paid by  the  General  Partner  and  its  Affiliates.   Total year 2000
compliance  costs  incurred  through  September   30,  1998  are  estimated  at
approximately $5,000.

YEAR 2000 RISKS

The most reasonable likely worst case scenario for the Partnership with respect
to the year 2000 non-compliance of  its  business computer systems would be the
inability to access information  which  could  result  in  the failure to issue
financial reports.  The  most  reasonable  likely  worst  case scenario for the
Partnership with respect to  the  year  2000  non-compliance  of its tenants is
failure to receive rental income  which  could  result in the Partnership being
unable to meet  cash  requirements  for  monthly  expenses. The most reasonable
likely worst case scenario for  the  Partnership  with respect to the year 2000
non-compliance of its suppliers is  the  failure to supply necessary utilities;
including, but not limited to heating, as  a result of a malfunctioning of non-
information technology systems in some of the Partnership's properties.

CONTINGENCY PLAN

The Partnership is in the process  of formulating a contingency plan which will
be developed by July of 1999.






                                     -13-



                          PART II - Other Information

Items 1 through 6(b)  are  omitted  because  of  the absence of conditions under
which they are required.

Item 7.  Exhibits and Reports on Form 8-K

     (a) Exhibits:

         (27) Financial Data Schedule

     (b) Reports on Form 8-K:

         None











































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                                  SIGNATURES



Pursuant to the  requirements  of  the  Securities  Exchange  Act  of 1934, the
Registrant has duly caused  this  report  to  be  signed  on  its behalf by the
undersigned, thereunto duly authorized.



                            INLAND REAL ESTATE GROWTH FUND II, L.P.

                            By:   Inland Real Estate Investment Corporation
                                  General Partner


                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman
                            Date: November 12, 1998


                                  /S/ PATRICIA A. CHALLENGER
         
                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: November 12, 1998


                                  /S/ KELLY TUCEK
         
                            By:   Kelly Tucek
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: November 12, 1998





















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