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 June 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

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

                                    Assets
                                    ------
                                                       1998          1997
                                                       ----          ----
Current assets:
  Cash and cash equivalents including amounts
    held by property manager (Note 1)............. $   183,699       128,545
  Accrued interest receivable.....................         536           274
                                                   ------------  ------------
    Total current assets..........................     184,235       128,819
                                                   ------------  ------------
Investment property (including acquisition fees
    paid to Affiliates of $59,500 at June 30,
    1998 and December 31, 1997 (Notes 1 and 2):
  Land............................................     438,389       438,389
  Building and improvements.......................   1,096,872     1,096,872
                                                   ------------  ------------
                                                     1,535,261     1,535,261
  Less accumulated depreciation...................     338,397       320,115
    Total investment property, net of              ------------  ------------
      accumulated depreciation....................   1,196,864     1,215,146
                                                   ------------  ------------
Installment contracts receivable (Note 3).........        -           80,000
Accrued rents receivable (Notes l and 4)..........      55,899        63,724
Deferred loan costs (net of accumulated
  amortization of $15,843 and $10,165 at June 30,
  1998 and December 31, 1997, respectively 
  (Note 1)........................................       6,625        12,303
Deferred leasing fees to Affiliates (net of
  accumulated amortization of $17,324 and $15,991
  at June 30, 1998 and December 31, 1997,
  respectively) (Note 1)..........................       8,662         9,995
                                                   ------------  ------------
Total assets...................................... $ 1,452,285     1,509,987
                                                   ============  ============












                See accompanying notes to financial statements.


                                      -2-



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

                                Balance Sheets
                                  (continued)

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

                       Liabilities and Partners' Capital
                       ---------------------------------
                                                       1998          1997
Current liabilities:                                   ----          ----
  Current portion of long-term debt
    (Notes 2 and 3)............................... $   814,065        65,740
  Accrued interest payable........................        -            5,856
  Due to Affiliates (Note 2)......................         488           533
                                                   ------------  ------------
    Total current liabilities.....................     814,553        72,129
                                                   ------------  ------------
Commission payable to Affiliates (Note 2).........     135,000       135,000
Long-term debt, less current portion
    (Notes 2 and 3)...............................        -          786,015
                                                   ------------  ------------
    Total liabilities.............................     949,553       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.........................      15,945        15,650
    Cumulative cash distributions.................      (9,671)       (9,374)
                                                   ------------  ------------
                                                         6,774         6,776
  Limited Partners:                                ------------  ------------
    Units of $1,000. Authorized 25,000 Units,
      4,004.25 Units outstanding June 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.........................   1,578,634     1,549,411
    Cumulative cash distributions.................  (4,624,084)   (4,590,702)
                                                   ------------  ------------
                                                       495,958       500,117
                                                   ------------  ------------
      Total Partners' capital.....................     502,732       506,893
                                                   ------------  ------------
Total liabilities and Partners' capital........... $ 1,452,285     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 six months ended June 30, 1998 and 1997
                                  (unaudited)

                                        Three months            Six months
                                           ended                  ended
                                          June 30,               June 30,
                                          --------               --------
                                       1998       1997       1998       1997
Income:                                ----       ----       ----       ----
  Rental income (Note 4)........... $  51,661     51,661    103,322    103,322
  Interest income..................     2,846      3,209      6,126      6,489
                                    ---------- ---------- ---------- ----------
                                       54,507     54,870    109,448    109,811
Expenses:                           ---------- ---------- ---------- ----------
  Professional services to
    Affiliates.....................       731        872      1,697      2,412 
  Professional services to
    non-affiliates.................      -          -        16,900     17,575
  General and administrative
    expenses to Affiliates.........     2,456      2,160      7,920      8,300
  General and administrative
    expenses to non-affiliates.....     1,498      1,559      2,594      2,607
  Property operating expenses to
    Affiliates.....................       556        556      1,112      1,112
  Mortgage interest................    17,015     18,308     34,364     36,882
  Depreciation.....................     9,141      9,140     18,282     18,281
  Amortization.....................     3,505      3,357      7,011      5,819
                                    ---------- ---------- ---------- ----------
                                       34,902     35,952     89,880     92,988
                                    ---------- ---------- ---------- ----------
Operating income...................    19,605     18,918     19,568     16,823

Gain on sale of investment property
  (Note 3).........................     9,950       -         9,950       -
                                    ---------- ---------- ---------- ----------
Net income......................... $  29,555     18,918     29,518     16,823
                                    ========== ========== ========== ==========

Net income allocated to:
  General Partner.................. $     295        189        295        168
  Limited Partners.................    29,260     18,729     29,223     11,830
                                    ---------- ---------- ---------- ----------
    Net income..................... $  29,555     18,918     29,518     16,823
                                    ========== ========== ========== ==========





                See accompanying notes to financial statements.


                                      -4-



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

                           Statements of Operations
                                  (continued)

           For the three and six months ended June 30, 1998 and 1997
                                  (unaudited)

                                        Three months            Six months
                                           ended                  ended
                                          June 30,               June 30,
                                          --------               --------
                                       1998       1997       1998       1997
                                       ----       ----       ----       ----
Net income allocated to the one
  General Partner Unit:

  Operating income................. $     195        189        195        168
  Gain on sale of investment
    property.......................       100       -           100       -
                                    ---------- ---------- ---------- ----------
                                    $     295        189        295        168
                                    ========== ========== ========== ==========

Net income per 4,004.25 weighted
  average Limited Partner Units

  Operating income................. $    4.82       4.68       4.83       4.16
  Gain on sale of investment
    property.......................      2.46       -          2.46       -
                                    ---------- ---------- ---------- ----------
                                    $    7.28       4.68       7.28       4.16
                                    ========== ========== ========== ==========





















                See accompanying notes to financial statements.


                                      -5-



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

                           Statements of Cash Flows

                For the six months ended June 30, 1998 and 1997
                                  (unaudited)


                                                       1998          1997
Cash flows from operating activities:                  ----          ----
  Net income...................................... $    29,518        16,823
  Adjustments to reconcile net income to net
      cash provided by operating activities:
    Gain on sale..................................       9,950          -
    Accrued rents receivable......................       7,825         7,825
    Depreciation..................................      18,282        18,281
    Amortization..................................       7,011         5,819
    Changes in assets and liabilities:
      Accrued interest receivable.................         262            83
      Accounts payable and accrued expenses.......        -               12
      Accrued interest payable....................      (5,856)       (6,275)
      Due to Affiliates...........................         (45)          925
                                                   ------------  ------------
Net cash provided by operating activities.........      46,523        43,493
                                                   ------------  ------------
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............     (37,690)      (33,185)
  Distributions...................................     (33,679)      (35,044)
                                                   ------------  ------------
Net cash used in financing activities.............     (71,369)      (90,697)
                                                   ------------  ------------
Net increase (decrease) in cash and cash
  equivalents.....................................      55,154       (47,204)
Cash and cash equivalents at beginning of period..     128,545       152,259
                                                   ------------  ------------
Cash and cash equivalents at end of period........ $   183,699       105,055
                                                   ============  ============


Supplemental disclosure of cash flow information:

  Cash paid for mortgage and other interest....... $    40,220        43,157
                                                   ============  ============





                See accompanying notes to financial statements.


                                      -6-



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

                         Notes to Financial Statements

                                 June 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 June 30,
1998, the Partnership  has  repurchased  a  total  of  34  Units ($33,993) from
various Limited  Partners.    At  June  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)

                                 June 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.    As  of  June 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)

                                 June 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 $488 and $533
remained unpaid at June 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 $1,112 for both
the six months ended June 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 June 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  June  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)

                                 June 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 $7,825 in
1997 and 1996, respectively of  rental  income  for the period of occupancy for
which stepped rent increases apply and  $55,899 and $63,724 in related accounts
receivable as of June  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 July 1998, the Partnership paid  a distribution of $15,275 of which $133
was distributed to  the  General  Partner  and  $15,142  was distributed to the
Limited Partners.    The  Limited  Partners'  distribution  included  $2,000 of
repayment proceeds and $13,142 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 June
30, 1998, the  Partnership  has  repurchased  34  Units  ($33,993) from various
Limited Partners through the Unit Repurchase Program.

At June 30, 1998, the  Partnership  had  cash and cash equivalents of $183,699,
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 December 31, 1991, the Partnership had sold all of the eighteen buildings
comprising the Wellington  Place  Apartment  complex.    The remaining property
owned by the  Partnership,  a  health  club,  is  leased  until October 2001 to
Scandinavian Health Spa Inc., a  wholly  owned subsidiary of Bally's Health and
Tennis Corporation on a  "triple-net"  basis,  which  means that in addition to
paying base rent, the tenant is  also responsible for the payment of insurance,
taxes and maintenance.    The  General  Partner  does  not  anticipate an early
termination of this lease.

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

The decrease in general and administrative expenses to Affiliates for the three
and six months ended June 30,  1998,  as  compared  to the three and six months
ended June 30, 1997,  is  due  to  a  decrease  in investor service charges and
mortgage servicing fees offset by an increase in data processing.

As of June 30,  1998,  the  Partnership  received  payment  in full on the five
second mortgages from the sale of the the Wellington Place apartments.


Year 2000 Compliance

The  Partnership  has  reviewed  its  current  computer  systems  and  does not
anticipate any future problems relating to the year 2000.









                          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













                                     -12-



                                  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: August 6, 1998


                                  /S/ PATRICIA A. CHALLENGER
         
                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: August 6, 1998


                                  /S/ KELLY TUCEK
         
                            By:   Kelly Tucek
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: August 6, 1998





















                                     -13-