UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                                    
                                FORM 10-K
                                    
              [X]     ANNUAL REPORT PURSUANT TO SECTION 13
             OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                    
               For the fiscal year ended December 31, 1996
                                    
                                   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 number 0-19198
                                    
                FIRST DEARBORN INCOME PROPERTIES L.P. II
         (Exact name of registrant as specified in its charter)
                                    
                     Delaware                 36-3591517
             (State of organization)(IRS Employer Identification No.)
                                    
 154 West Hubbard Street, Suite 250, Chicago, IL60610
     (Address of principal executive offices) (Zip Code)
                                    
   Registrant's telephone number, including area code:  (312) 464-0100
                                    
       Securities registered pursuant to Section 12(b) of the Act:
                                    
                                                                Names of
                              each exchange
   Title of each class                             on which registered
     None                                                       None
                                    
       Securities registered pursuant to Section 12(g) of the Act:
                                    
                        LIMITED PARTNERSHIP UNITS
                            (Title of Class)

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
____

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.  [X]

State the aggregate market value of the voting stock held by non-
affiliates of the registrant.  Not applicable. .

<PAGE>
                                 PART 1
Item 1.  Business

      The registrant, First Dearborn Income Properties L.P. II (the
"Partnership"), is a limited partnership formed in May 1988 under the
Revised Uniform Limited Partnership Act of the State of Delaware to
invest in income producing commercial and  residential real estate
consisting principally of existing shopping centers and office buildings,
as well as apartment complexes, parking garages and lots and warehouse
and industrial buildings.  On February 1, 1989, the Partnership commenced
an offering of $10,000,000 (subject to increase by an additional
$5,000,000) of its limited partnership interests (the "Units") at $500
per Unit, pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933 (File No. 33-23048).  A total of 10,000 Units was
sold.  The holders of 3,345 Units were admitted to the Partnership in
1989, holders of 4,444 Units were admitted to the Partnership in 1990,
and holders of 2,211 Units were admitted in 1991.  Of the 2,211 Units
purchased in 1991, 1,669 Units were  purchased by an affiliate of the
General Partners pursuant to its Agreement to Purchase Units.  The
offering terminated on January 31,  1991 (extended from its originally
scheduled termination date of January 31, 1990).  Since admission to the
Partnership, no holder of Units (hereinafter, a "Limited Partner") has
made any additional capital contributions.  The Limited Partners of the
Partnership share in the benefits of ownership of the Partnership's real
property investments in proportion to the number of Units held.

      Net of offering costs, Limited Partners have contributed a total of
$4,058,963 to the Partnership.  The Partnership is engaged solely in  the
business of real estate investment.  It is the Partnership's objective to
realize  cash flow from operations and appreciation in the value  of  the
real  estate.   The  Partnership has entered  into  three  joint  venture
agreements  with  partnerships sponsored by  affiliates  of  the  General
Partners.  Pursuant to such agreements, the Partnership has made  capital
contributions  aggregating $3,652,066 through  December  31,  1996.   The
Partnership  has  acquired,  through these  ventures,  interests  in  two
shopping   centers  and  a  mixed  use  apartment/retail  building.    No
investments have been made since 1991 and no properties have  been  sold.
As  of  December  31, 1996, the Partnership had made  the  real  property
investments set forth in the following table:

<TABLE>
<CAPTION
     Name, Type of Property                     Date of     Type of
     and Location                 Size          Purchase    Ownership
     <S>                         <C>            <C>       <C>
     Evanston Galleria           36,068 S.F.    11/1/89   23.87% interest in a
     Retail/Apartments                and                 partnership that has
     Evanston, Illinois          55 apartments            fee ownership of land
                                                          and improvements

     Country Isles               106,000 S.F.   7/21/91   21.00% interest in a
     Shopping Center                                      partnership that has
     Ft. Lauderdale, Florida                              fee ownership of land
                                                          and improvements

     Sycamore Mall               240,206 S.F.   10/26/90  53.40% interest in a
     Shopping Center                                      partnership that has
     Iowa City, Iowa                                      fee ownership of land
                                                          and improvements (a)

<FN>
     (a)  Reference is made to Note 3 of Notes to Consolidated Financial
     Statements filed with this annual report for the current outstanding
     principal balance and a description of the long-term mortgage
     indebtedness secured by the Partnership's real property investments.
     
     Note:  "S.F." represents the amount of rentable square feet of
     retail area in each of the properties.
</TABLE>
<PAGE>
     
     Sycamore Mall represents the most significant investment made by the
Partnership.  A total of $2,275,000 has been invested by the Partnership
which represents 62% of the Partnership's real estate investments.  Since
acquiring the Sycamore Mall investment in 1990, the Partnership has
received cash distributions of $1,423,351 from Sycamore Mall Associates.
Country Isles represents an investment of $775,000 or 21% of the
Partnership's real estate investments.  Since acquiring the Country Isles
investment in 1991, the Partnership has received distributions of
$449,770.  Evanston Galleria accounts for $602,066 or 17% of the
Partnership's real estate investments.  Since acquiring the Evanston
Galleria investment in 1989, the Partnership has received distributions
of $50,133.

      During the past five years, operations at Sycamore Mall and Country
Isles Shopping Center have been stable with occupancy in the range of 95%-
99%.  However, during 1996, Randall's, a tenant at Sycamore Mall, vacated
its  leased premises of 19,800 square feet.  Occupancy at Sycamore  Mall,
fell  to  86%  during the second quarter of 1996, however, Randall's  has
continued to pay rent through December, 1996 so that there was no adverse
financial  impact  in 1996.  Management is currently negotiating  with  a
potential  replacement tenant, however there can be no assurance  that  a
new  lease  will  be  entered into.  If this space is not  released,  the
ability  of  Sycamore  Mall to meet its financial  obligations  could  be
effected  as  a result of decreased revenues.  During 1995, the  Evanston
Galleria  experienced a problem with retail tenants.  There is  currently
13,635 square feet of retail space of which the tenants are in default of
their leases for non payment of rent.  Occupancy at December 31, 1996 was
84%.  Management has taken legal action to collect amounts due under  the
defaulted leases and it is expected that partial payments will eventually
be obtained.  However, management does not have an estimate of the amount
or  timing of any such collection.  Re-leasing efforts are in process and
negotiations  are  currently taking place with prospective  tenants,  but
there can be no assurance that new leases will be entered into.  If  this
vacant  space  is not released, the ability of the Evanston  Galleria  to
meet its financial obligations could be effected as a result of decreased
revenues.

      Rental  rates  for the three properties have not risen  appreciably
over the past five years.  The real estate market in general has suffered
from  overbuilding in the 1980's which has increased the competition  for
the  Partnership's  properties.  This resulted in a  decrease  in  rental
rates  from  1990 to 1994.  The decrease in market rental rates  has  not
significantly  impacted  the  Partnership's properties  since  they  were
primarily  occupied  under  long term leases  which  did  not  result  in
decreased  rental income for most of the space.  Since 1994,  the  market
rental rates have leveled off and appear to be rising.

     The Partnership's real property investments are subject to
competition from similar types of properties in the vicinities in which
they are located.  Approximate occupancy levels for the Partnership's
properties are set forth on a quarterly basis in the table set forth in
Item 2 below to which reference is hereby made.  The Partnership has no
real property investments located outside the United States.

<PAGE>

     Only one of the three Partnership's investments is consolidated for
financial reporting purposes.  Industry segment information is presented
below in order to illustrate applicable information about each of the
three properties individually and does not relate to financial
information presented about the Partnership in Item 6 and Item 8.

<TABLE>
<CAPTION>
          Sycamore Mall,
          Iowa City, Iowa         1996        1995        1994
          <S>                     <C>         <C>         <C>
          Total revenue           1,947,827   1,957,849   1,784,232
          Operating profit          380,405     267,781     205,065
          Total assets            8,425,247   8,589,852   8,672,723
          Mortgage indebtedness   4,728,868   4,870,823   4,951,845

<CAPTION>
          Country Isles Shopping Center
          Ft. Lauderdale, Florida 1996        1995        1994
          <S>                     <C>         <C>         <C>
          Total revenue           1,734,027   1,579,850   1,533,851
          Operating profit (loss)   159,718     (15,887)     37,207
          Total assets            4,007,615   4,006,457   4,335,218
          Mortgage indebtedness   8,028,160   6,784,728   6,841,847

<CAPTION
          Evanston Galleria
          Evanston, Illinois      1996        1995        1994
          <S>                     <C>         <C>         <C>
          Total revenue           1,464,427   1,479,827   1,409,868
          Operating loss           (329,645)   (403,475)   (318,155)
          Total assets            9,027,234   9,449,391   9,692,380
          Mortgage indebtedness   8,486,740   8,512,228   8,584,277
</TABLE>


     The Partnership has no employees and is largely dependent on the
General Partners and their affiliates for services.  A description of the
terms of transactions between the Partnership and affiliates of the
General Partners is set forth in Item 11 below to which reference is
hereby made.
<PAGE>


Evanston Galleria Limited Partnership
     On October 31, 1989, the Partnership acquired an interest in
Evanston Galleria Limited Partnership (the "Galleria Partnership") which
owns a 100% beneficial interest in the Evanston Galleria, a mixed-use
residential and retail  property  located in Evanston, Illinois.  The
property, located on a 0.79 acre site, contains 36,068 square feet of
rentable retail space and 55 loft apartments.  The Partnership's
acquisition of its interest was effected through its acquisition of an
18.30% general partnership interest in the Galleria Partnership from
First Dearborn Evanston Associates Limited Partnership ("Evanston
Associates"), an affiliate of the General Partners.  Evanston Associates
originally agreed to purchase a 76.67% interest in the Galleria
Partnership by agreeing to contribute an aggregate $2,313,125 to the
Galleria Partnership.  The Partnership acquired a portion of the 76.67%
general partnership interest on the same terms by contributing $552,066
for its 18.30% general partnership interest.  The seller retained a
23.33% limited partnership interest.

     The Partnership and Evanston Associates, as general partners of the
Galleria Partnership, have certain preferences from operating cash flow
and distributions from sales or refinancing.  Profits are generally
allocated in accordance with cash distributions (including preferences)
and then in accordance with the respective partner's interest.  Losses
are allocated first to partners with positive capital account balances
and then in accordance with the respective partner's interest.

<PAGE>

     The limited partners ("Guarantors") of the Galleria Partnership had
provided the Partnership and Evanston Associates with a guaranty of
minimum rentals on certain retail space, maximum debt service levels and
maximum real estate tax expenses in the Galleria Partnership.  The
property has failed to perform as expected and the Galleria Partnership
has called upon the Guarantors to satisfy their obligations under the
guaranties.  The Guarantors have failed to fulfill their obligations to
the Partnership, and the General Partners have taken actions to protect
the rights of the Partnership, including receipt of an assignment in
favor of the Partnership of the Guarantors' limited partnership interests
in the Galleria Partnership of 5.57% and the receipt of security
interests in certain other limited partnership interests owned by the
Guarantors. Amounts owed pursuant to such guaranties which are secured by
the limited partners' partnership interests will be recorded upon
receipt.

     The property is managed by an affiliate of the General Partners.
During 1996, management fees totaling $25,091 werre paid to an affiliate
of the General Partners.  No management fee was paid in 1995 or 1994.

     In connection with the loan modification to the first mortgage on
the Evanston Galleria, which closed in February of 1993 and was effective
August 1, 1992, the Galleria Partnership received an infusion of
additional capital and obtained modifications of the terms of its loans.
$202,000 of additional capital was contributed to the Galleria
Partnership by Evanston Associates, of which the Partnership's share was
$50,000, in exchange for a preferred equity position.  The preferred
equity holders shall receive an annual preferred return from cash
distributions in an amount equal to the lesser of: a) prime rate plus 2%,
or b) 10% per annum.  For financial reporting purposes, the Partnership
has a 23.87% interest in the Galleria Partnership.

     Evanston Galleria is located in downtown Evanston, Illinois, a short
distance from Northwestern University.  Demand for the apartments has
been strong over the past five years with occupancy averaging 98%.
Apartment rents have been rising approximately 3% per year.  The ground
floor retail space had been 100% occupied during the past five years,
except for several instances where tenants defaulted.  This resulted in
vacancies and a reduction in rental income.  Demand for the ground floor
retail space has generally been strong.  The lower level retail space,
however, has been vacant since 1995.  One retail tenant, with a lease for
11,500 square feet, filed a petition for bankruptcy on January 11, 1994.
The tenant stopped paying rent and vacated the premises during the third
quarter of 1995.  During the fourth quarter of 1995, a second tenant
representing 2,135 square feet defaulted under the terms of its lease and
vacated the space.  Management has taken legal action against the
defaulted tenants, but currently has no estimate of the amount, if any,
or timing of collection of amounts due from these tenants.  The decrease
in revenues resulting from these vacacies has made it difficult for the
property to meet its financial obligations.  The property is located in
an established downtown area, and there is little vacant land upon which
additional retail space or apartments could be developed, in the
immediate area.  Management is currently negotiating with prospective
replacement tenants.  However there can be no assurances that these
prospective leases will be consummated.

     The property is subject to a first mortgage which matured May 1,
1996.  Effective May 1, 1996, a modification of the first mortgage was
entered into which, among other modifications, extended the maturity of
the loan until May 1, 1998.  Commencing on May 1, 1996, monthly payments
were adjusted to $57,143, which represents interest only payments at an
annual rate of 8.25%, based on the outstanding principal balance of the
loan as of May 1, 1996.  Notwithstanding the pay rate of 8.25%, interest
on the loan continues to accrue and compound monthly on the unpaid
principal balance at the annual rate of 9.00%.  The interest
differential, as defined, will be paid only from proceeds resulting from
a sale or refinancing of the property or from any remaining funds in the
cash flow escrow.  The unpaid interest together with the unpaid principal
balance of the loan will be due and payable May, 1 1998.  All net cash
flow from the property, in excess of the payments due for interest, shall
be deposited into a cash flow escrow account.  If cash flow in any month
is insufficient to pay amounts due under the loan, then the amounts may
be withdrawn from the cash flow escrow account.

<PAGE>

Sycamore Mall Associates
     On October 26,  1990,  the Partnership contributed $2,275,000 to
acquire a 53.40% general partnership interest in Sycamore Mall
Associates, a general partnership formed to acquire the Sycamore Mall
Shopping Center in Iowa City, Iowa.  The  property, situated on an
approximate 21.2 acre site, includes a main building containing 213,206
square feet and an out parcel building containing 27,000 square feet.  A
14,000 square foot parcel  which contains a 4,590 square foot building is
under a ground lease to McDonald's.  Sycamore Mall Associates acquired
the property on October 26, 1990 for a purchase price of $9,400,000,
subject to a purchase money note of $5,140,000 bearing interest at 10%
payable interest only until maturity on October 26, 1995.  On August 8,
1991, Sycamore Mall Associates obtained a first mortgage in the amount of
$5,140,000 which bore interest at a rate of 9.625% payable in monthly
installments of principal and interest of $45,355 commencing October 1,
1991 for 60 months until September 30, 1996.  The proceeds of this first
mortgage were used to repay the original purchase money note.  In October
1995, the first mortgage loan was modified.  The terms of the
modification reduced the interest rate to 8.125%, reduced the monthly
payments of principal and interest to $44,375 and extended the maturity
to March 1, 2002.

     First Dearborn Income Properties L.P., a public limited partnership
affiliated with the General Partners of the Partnership, and First
Dearborn Sycamore Associates Limited Partnership  ("FDSALP"), a privately
offered limited partnership also affiliated with the General Partners,
are the joint venture partners in Sycamore Mall Associates and
contributed a total of $1,075,000 and $910,000 for 25.24% and 21.36% of
the general partner interests, respectively.  The terms of the Sycamore
Mall Associates partnership agreement provide that cash flow, sale or
refinancing  proceeds and profit and loss will be distributed or
allocated in proportion to the partner's ownership interests.

     The property is managed by an affiliate of the General Partners and
an affiliate of the seller under a five year management agreement that
provides for a fee equal to 5% of the effective gross income, of which 1%
is paid to an affiliate of the General Partners.  During 1996, 1995 and
1994 the property incurred management fees of $96,048, $97,270 and
$88,306, respectively.

     During 1996, Randall's vacated its leased premises of 19,800 square
feet.  Occupancy fell to 86%, however, Randall's has continued to pay
rent through December, 1996 so that there was no adverse financial impact
in 1996.  Management is currently negotiating with a potential
replacement tenant, however there can be no assurance that a new lease
will be entered into.  If this space is not released, the ability of
Sycamore Mall to meet its financial obligations could be effected.
Further, there have been newspaper reports that Sears will be vacating
Sycamore Mall and moving to a new mall which has recently begun
construction.  These reports are unconfirmed and no official word has
been received from Sears.  The Sears lease at Sycamore Mall expires in
2002.  The Sears lease comprises 82,605 square feet which is 34% of the
leaseable area of the shopping center.  However, the annual rental income
received from Sears is approximately $109,000 or approximately 6% of
total revenues.

     Sycamore Mall is located in Iowa City, Iowa.  Construction has begun
on a new regional shopping center in the area.  This development will
create additional competition for Sycamore Mall.  As a precautionary
measure, Sycamore Mall Associates had reduced distributions to its
partners, in 1995 and 1996, in order to maintain its working capital
reserves.  It is believed that the additional working capital might be
necessary to help maintain existing tenants and attract new tenants, due
to the increased competition from the new shopping center.  However,
during the fourth quarter of 1996, Sycamore Mall Associates distributed
the extra reserve to its partners.  The partners have agreed to maintain
these additional reserves and will contribute these amounts back to
Sycamore Mall Associates if it is considered appropriate by the partners.
The Partnership has no definite plans for improvements to the property at
this time.  Distributions to the Partners in 1996 were $407,998 as
compared to $190,325 in 1995 and $245,974 in 1994.

<PAGE>

Country Isles
     On July 12, 1991 the Partnership acquired  from an unaffiliated
seller, a 21% interest in Country Isles Associates, an Illinois general
partnership owning Country Isles Shopping Center.  The Partnership paid
$775,000 for its 21% interest in the joint venture.  The remaining
interest in the joint venture is held by the Seller.  The partners of
Country Isles Associates are the Partnership and Arvida/JMB Partners.
Arvida/JMB Partners, which owns a 79% interest in Country Isles
Associates, is the managing general partner.  All profits, losses and
cash distributions of Country Isles Associates are allocated between its
partners in accordance with  their percentage interests, described above,
except that, in the case of the Partnership, a special preferential
distribution of cash is to be made to the Partnership to compensate it
for certain rental discounts granted by the Seller in connection with the
lease of the property.

     The Country Isles Shopping Center, located in Fort Lauderdale,
Florida, is an approximately 106,000 square foot retail shopping center
containing approximately 71,000 square feet which opened in 1986 and an
additional expansion of approximately 35,000 square feet which opened in
1989.  The shopping center is 99% occupied as of December 31, 1996.  The
Country Isles Shopping Center is managed by an affiliate of the Seller.

     There is over 4.0 million square feet of competing retail space
availale within a 15 minute drive of the Country Isles property.  Within
4 miles of the property there are two additional shopping centers which
have recently opened, which added an additional 116,000 square feet of
retail space to the competitive market.  Country Isles is located in a
rapidly growing area and management anticipates that the additional
competition will not have an adverse impact on the operations of the
property.

     On April 25, 1996, Country Isles Associates completed the
refinancing of Country Isles Plaza in Ft. Lauderdale, Florida.  The new
mortgage provided funding of $8,100,000, the proceeds of which were used
to repay the outstanding balance of $6,807,669 on the previous mortgage,
pay the costs of completing the new loan (approximately $174,000), and
provide for property tax escrow and working capital.  Out of the
remaining proceeds, the Partnership received a distribution of $210,650
from Country Isles Associates.  The Partnership made a special
distribution to the Limited Partners.  No significant impact to the
property is anticipated as a result of the increased mortgage
indebtedness.  As a result of the refinancing, the interest rate was
reduced from 9.75% to 7.00%, the monthly payments have decreased from
$60,141 to $57,250.  The mortgage matures on May 1, 2001.

     Through March of 1992, Country Isles Shopping Center was managed by
Arvida Management, Limited Partnership, a Delaware limited partnership
which is affiliated with Arvida/JMB  Partners.  In March of 1992, JMB
Property Management, also an affiliate of Arvida/JMB Partners, became the
manager.  Both the previous and current Management Agreements provide
that the Manager will rent and manage the project for a term of five
years, and thereafter for yearly periods, unless otherwise terminated by
the parties in accordance with the management agreement.  Country Isles
Associates shall pay the Manager a management fee in an amount equal to
4% of the monthly operating revenues from the operation of the property.
Notwithstanding the foregoing, until such time as the management  agent
notifies owner of its election to receive the management fee discussed
immediately above, Country Isles Associates shall pay the Manager, in
lieu of the management fee, an amount equal to 15% of amounts paid by
tenants at the project on account of reimbursement of operating expenses,
excluding taxes and insurance.  During 1996, 1995 and 1994, the property
incurred management fees of $68,053, $62,912, and $63,623, respectively.

<PAGE>
Item 2.  Properties

     The  Partnership owns through joint venture partnerships the
properties referred to in Item 1.  The three properties that the
Partnership has an interest in are described below:

Sycamore Mall Associates
The property is a retail shopping center located in Iowa City, Iowa, and
is situated on an approximate 21.2 acre site.  It includes a main
building containing 213,206 square feet and an out parcel building
containing 27,000 square feet.  A 14,000 square foot parcel  which
contains a 4,590 square foot building is under a ground lease.  The
property is owned fee simple by a partnership of which the Partnership is
a partner.  It is subject to a first mortgage in the amount of $4,728,865
which bears interest at a rate of 8.125% payable in monthly installments
of principal and interest of  $44,375 until March 1, 2002, when the
balance comes due.

The major tenants are Sears and Von Maur which occupy approximately 34%
and 17%, respectively, of the net rentable area.  Occupancy at Sycamore
Mall has remained in the 94% - 99% range through 1995.  During 1996,
Randall's vacated its leased premises of 19,800 square feet.  Occupancy
fell to 86%, however, Randall's has continued to pay rent through
December, 1996 so that there was no adverse financial impact in 1996.
The Sears lease expires in 2002 and the annual rent is approximately
$109,000.  The Von Maur lease expires in 2009 and the annual rent is
approximately $210,000.  Average total rents received per square foot at
the property during the last three years are $8.15 in 1996, $8.14 in
1995, and $7.42 in 1994.

There are currently no plans for any significant improvements to the
property.  However, construction has begun on  a new regional shopping
center in the area.  The location of the new mall will create additional
competition for Sycamore Mall.  Management is closely monitoring the
situation.

The following table illustrates the scheduled lease expirations for
Sycamore Mall, over the next ten years:

<TABLE>

<CAPTION>
                     # of      square                      % of total
              leases expiring  feet        annual rent     annual rent
          <C>         <S>      <S>         <S>             <S>
          1997        12       24,892      183,750         15.6%
          1998         7       16,111      212,674         18.1%
          1999         6       21,200      125,739         10.7%
          2000         3        8,000       80,000          6.8%
          2001         -            -            -            -
          2002         5       90,028      221,650         18.9%
          2003         -            -            -            -
          2004         1        3,464       63,391          5.4%
          2005         -            -            -            -
          2006         -            -            -            -
</TABLE>

Management believes that the Sycamore Mall property has adequate
insurance coverage.

<PAGE>
Country Isles
The Country Isles Shopping Center, located in the Weston community of
Fort Lauderdale, Florida, is an approximately 106,000 square foot retail
shopping center containing approximately 71,000 square feet which opened
in 1986 and an additional expansion of approximately 35,000 square feet
which opened in 1989.  On April 25, 1996, Country Isles Associates
completed the refinancing of Country Isles Plaza in Ft. Lauderdale,
Florida.  The new mortgage provided funding of $8,100,000, the proceeds
of which were used to repay the outstanding balance of $6,807,669 on the
previous mortgage, pay the costs of completing the new loan
(approximately $174,000), and provide for property tax escrow and working
capital.  Out of the remaining proceeds, the Partnership received a
distribution of $210,650 from Country Isles Associates.  The Partnership
made a special distribution to the Limited Partners.  No significant
impact to the property is anticipated as a result of the increased
mortgage indebtedness.  As a result of the refinancing, the interest rate
was reduced from 9.75% to 7.00%, the monthly payments have decreased from
$60,141 to $57,250.  The mortgage matures on May 1, 2001.

The major tenants are Publix Supermarkets, Inc. and Eckerd Drugs which
ocupy 37% and 10%, respectively, of the leaseable area.  Occupancy at
Country Isles has remained in the 94% - 99% range during the last five
years.  The Publix Supermarkets lease expires in 2006 and the annual rent
is approximately $60,000.  The Eckerd lease expires in 2006 and the
annual rent is approximately $31,500.  Average total rent received per
square foot at the property during the last three years were  $16.36 in
1996, $14.90 in 1995 and $14.47 in 1994.

The following table illustrates the scheduled lease expirations for
Country Isles, over the next ten years:

<TABLE>

<CAPTION
                     # of                                      % of total
                leases expiring     square feet  annual rent   annual rent
          <C>           <S>         <S>          <S>           <S>
          1997          7            8,971       142,693       14.0%
          1998          3            4,162        82,485        8.1%
          1999          5            9,281       185,608       18.3%
          2000          9           19,281       330,538       32.5%
          2001          6            8,985       107,819       10.6%
          2002          -                -             -          -
          2003          1            2,690        46,403        4.6%
          2004          -                -             -          -
          2005          -                -             -          -
          2006          2           49,588        91,500        9.0%
</TABLE>

Management believes that the Country Isles property has adequate
insurance coverage.
<PAGE>
Evanston Galleria Limited Partnership
Evanston Galleria is a mixed-use residential and retail  property
located in Evanston, Illinois.  The property, located on a 0.79 acre
site, contains 36,068 square feet of rentable retail space and 55 loft
apartments containing a total of 45,190 square feet of rentable area.
The apartments are leased on a one or two year lease term.  The retail
space is generaaly leased with 5 to 10 year leases.

The property is owned fee simple by a partnership of which the
Partnership is a partner.  The property is subject to a first mortgage
which matured May 1, 1996.  Effective May 1, 1996, a modification of the
first mortgage was entered into which, among other modifications,
extended the maturity of the loan until May 1, 1998.  Commencing on May
1, 1996, monthly payments were adjusted to $57,143, which represents
interest only payments at an annual rate of 8.25%, based on the
outstanding principal balance of the loan as of May 1, 1996.
Notwithstanding the pay rate of 8.25%, interest on the loan continues to
accrue and compound monthly on the unpaid principal balance at the annual
rate of 9.00%.  The interest differential, as defined, will be paid only
from proceeds resulting from a sale or refinancing of the property or
from any remaining funds in the cash flow escrow.  The unpaid interest
together with the unpaid principal balance of the loan will be due and
payable May, 1 1998.  All net cash flow from the property, in excess of
the payments due for interest, shall be deposited into a cash flow escrow
account.  If cash flow in any month is insufficient to pay amounts due
under the loan, then the amounts may be withdrawn from the cash flow
escrow account.

Evanston Galleria has no single tenant which accounts for more then 10%
of the rentable area.  Occupancy in the apartments at Evanston Galleria
has remained in the 94% - 100% range during the last five years.  The
retail space has had a problem with tenant defaults, which has reduced
overall occupancy to as low as 80% in 1991.  As of December 31, 1996,
occupancy is 84%.  Average total rents received per square foot at the
property during the last three years were $21.85 in 1996, $18.21 in 1995
and $17.35 in 1994.

The following table illustrates the scheduled lease expirations relating
to the retail space, for Evanston Galleria, over the next ten years:

<TABLE>

<CAPTION
                      # of                                         % of total
                leases expiring       square feet    annual rent   annual rent
          <C>           <S>           <S>            <S>           <S>
          1997          2              4,912         115,328       10.0%
          1998          2              5,133         105,945        9.1%
          1999          -                  -               -          -
          2000          2             14,662         199,244       17.2%
          2001          2              4,202          71,273        6.2%
          2002          -                  -               -          -
          2003          -                  -               -          -
          2004          -                  -               -          -
          2005          -                  -               -          -
          2006          -                  -               -          -
</TABLE>


The residential leases have terms typically expiring in one year.  During
1997 residential leases representing $681,468 of annual rent will expire.
One retail tenant, with a lease for 11,500 square feet, at Evanston
Galleria filed a petition for bankruptcy on January 11, 1994.  The tenant
stopped paying rent and vacated the premises during the third quarter of
1995.  During the fourth quarter of 1995, a second tenant representing
2,135 square feet defaulted under the terms of its lease and vacated the
space.  During 1996, two additional retail tenats vacated a total of
3,487 square feet.  Management has taken legal action action against the
defaulted tenants, but currently has no estimate of the amount, if any,
or timing of collection of amounts due from these tenants.  Management is
currently negotiating with prospective replacement tenants.

Management believes that the Evanston Galleria property has adequate
insurance coverage.

<PAGE>

The following is a list of approximate occupancy levels by quarter for
the Partnership's investment properties:


<TABLE>

<CAPTION>
                                       1995                      1996
                           at     at     at     at     at     at     at     at
                           03/31  06/30  09/30  12/31  03/31  06/30  09/30  12/31
          <S>              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
          Evanston Galleria
          Evanston,
          Illinois         98%    99%    86%    84%    86%    86%    86%    84%

          Country Isles
          Ft. Lauderdale,
          Florida          99%    98%    98%    99%    99%    98%    98%    99%

          Sycamore Mall
          Iowa City,
          Iowa             99%    98%    97%    97%    95%    86%    87%    87%
</TABLE>


Item 3.  Legal Proceedings

     The Partnership is not aware of any material pending legal
proceedings to which it or its properties are subject.


Item 4.  Submission of Matters to a Vote of Security Holders

     None


Item 5.  Market for Registrant's Common Equity and Related Stockholder
Matters

     As of December 31, 1996, there were 525 Limited Partners holding
10,000 Units.  There is no public market for Units and it is not
anticipated that a public market for Units will develop.  Pursuant to the
terms of the Limited Partnership Agreement of the Partnership (the
"Partnership Agreement"), there are restrictions on the ability of the
Limited Partners to transfer their Units.  In all cases, the General
Partners must consent to the substitution of a Limited Partner.

     Distributions to Limited Partners, through December 31, 1996, have
totaled $1,311,795 since the Partnership's formation.  This is
approximately $131.18 of cash distributions per Unit.  Each Unit
originally sold for $500 and the offering was closed on January 31, 1991.
Reference is made to Item 6 herein for a summary of annual cash
distributions, per Unit, made to the Limited Partners.


<PAGE>

Item 6.  Selected Financial Data
<TABLE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
              December 31, 1996, 1995, 1994, 1993 and 1992
                                    
              (not covered by Independent Auditors' Report)
                                    

<CAPTION>
                          1996        1995        1994       1993        1992
<S>                       <C>         <C>         <C>        <C>         <C>
Total revenues            1,955,397   1,965,788   1,786,895   1,769,190   1,756,885

Operating income            303,285     201,314     125,828     148,568      39,878

Partnership's share of
 operations of
 unconsolidated ventures    (45,145)    (99,645)    (68,131)    (88,701)   (146,453)

Venture partners' share
 of consolidated
 venture's operations      (177,269)   (124,786)    (96,382)   (108,094)    (89,242)

Net income (loss)            80,871     (23,117)    (38,685)    (48,227)   (195,817)

Net income (loss) per Unit     8.01       (2.29)      (3.83)      (4.77)     (19.39)

Total assets              9,144,952   9,515,465   9,696,537  10,086,308  10,418,309

Long-term debt    $4,574,933 4,728,865 4,881,129 4,951,845 5,032,099

Cash distributions per Unit (a)$       29.3012.38    16.49     14.91
21.62

<FN>
            The above selected financial data should be read in
conjunction with the Consolidated Financial Statements and the related
notes appearing elsewhere in this annual report.

   (a)    The net income (loss) per Unit and cash distributions per Unit
are based on the number of Units outstanding at the end of each period
(10,000).

</TABLE>

<PAGE>
Item 7.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations

Liquidity and Capital Resources:

     On February 1, 1989, the Partnership commenced a public offering of
$10,000,000 of units of Limited Partnership interest (the "Units")
(subject to increase by an additional $5,000,000 of Units) pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933.
The Partnership terminated the offering of Units on January 31, 1991,
having issued 10,000 Units, resulting in gross proceeds of $5,000,000 and
net proceeds to the Partnership (after deducting offering costs and
selling discounts related to the purchase of Units by the General
Partners and their affiliates) of $4,058,963.

     At December 31, 1996, the Partnership had cash and cash equivalents
of $592,001 as compared to $353,531 as of December 31, 1995.  The
increase in cash and cash equivalents results from $882,490 of net cash
provided from operating activities of which $13,538 was used for
improvements to the Sycamore Mall property, $195,479 was distributed to
Venture Partners in Sycamore Mall, $293,045 was distributed to the
Limited Partners in the Partnership and $141,958 was used to reduce the
principal on mortgage indebtedness at Sycamore Mall.  The increase in net
cash provided by operations, from $638,030 in 1995 to $882,490 in 1996,
is primarily attributable to a special distribution of $210,650 made by
Country Isles Associates, to the Partnership.  The distribution
represented the Partnership's share of excess proceeds generated by the
refinancing of Country Isles' mortgage loan in April 1996.  Cash flow
from operations is dependent on occupancy at the Partnership's properties
and upon the payment of rent by the properties' tenants. Cash Flow from
operations has been sufficient to meet the Partnerships' obligations in
the past, however, past performance is not necessarily indicative of
future performance.

     As of December 31, 1996, the Partnership has no material commitments
for capital expenditures.  The Partnership does not anticipate any need
for external sources of liquidity.

     As the Partnership intends to distribute all "net cash receipts" and
"sales proceeds" in accordance with the terms of the Partnership
Agreement, and does not intend to reinvest any such proceeds, the
Partnership is intended to be self-liquidating in nature.  The
Partnership's future source of liquidity and distributions is expected to
come from cash generated by the Partnership's investment properties and
from the sale and refinancing of such properties.  To the extent a
property does not generate adequate cash flow to meet its working capital
requirements, the Partnership may (i) withdraw funds from the working
capital reserve it maintains, (ii) fund such shortfall from excess cash
generated by other properties owned or (iii) pursue outside financing
sources.   However, the Partnership may decide not to, or may not be able
to, commit additional funds to certain of its investment properties.
Nonetheless, it is anticipated that the current and future capital
resources of the Partnership will be adequate to fund currently
anticipated short and long-term requirements of its investment portfolio
taken as a whole.

     There are certain risks and uncertainties associated with the
Partnership's investments made through joint ventures including the
possibility that the Partnership's joint venture partners in an
investment might become unable or unwilling to fulfill their financial or
other obligations, or that such joint venture partners may have economic
or business interests or goals that are inconsistent with those of the
Partnership.  To date, the Partnership has not experienced any
significant detrimental impact from these uncertainties and risks, except
at Evanston Galleria as more fully described in Note 2 (b) to the Notes
to Consolidated Financial Statements included in Item 8.

     In response to the weakness in the real  estate industry,  the
Partnership is taking steps to preserve its working capital.  Therefore,
the Partnership carefully scrutinizes the appropriateness of any possible
discretionary expenditures, particularly as the discretionary
expenditures relate to the amount of working capital reserves the
Partnership has available. By conserving working capital, the Partnership
expects to be in a better position to meet future needs of its properties
without having to rely on external financing sources.  During 1996, the
Partnership working capital increased $247,307 from $80,086 at December
31, 1995 to $327,393 at December 31, 1996.

<PAGE>
Results of Operations:

     The results of operations for the years ended December 31, 1996,
December 31, 1995 and December 31, 1994 reflect the consolidated
operations of the Partnership and Sycamore Mall Associates (the "Sycamore
Partnership") and the Partnership's equity investments in Evanston
Galleria Limited Partnership (the "Galleria Partnership") and Country
Isles Associates ("Country  Isles").  The results of operations of the
Sycamore Partnership reflect the operations of the Sycamore Mall Shopping
Center.  The equity investment in the Galleria Partnership reflects the
Partnership's share of the operations of the Evanston Galleria.  The
equity investment in Country Isles reflects the Partnership's share of
the operations of the Country Isles Plaza Shopping Center.

Changes from 1995 to 1996:

     The Partnership's recognized net income of $80,871 in 1996 as
compared to a net loss in 1995 $23,117.  This improvement of $103,988
resulted primarily from an improvement in operating income of $101,971.
The loss allocated from Evanston Galleria was $96,309 in 1995 as compared
to $78,686 in 1996.  The improvement in operating  results from the
Evanston Galleria resulted from a reduction in operating expenses.  The
loss allocated from Country Isles in 1995 was $3,336 as compared to
income of $33,541 in 1996.  Operations at Country Isles improved from the
prior year as a result in a reduction in repairs and maintenance expenses
and a reduction in interest expense.  Maintenance expenses were higher in
1995 due to a non-recuuring maintenace item and interest expense was
lower in 1996 as a result of the loan refinacing.

     The Partnership's rental income increased $11,351, less than 1%,
from $1,344,444 in 1995 to $1,355,795 in 1996.  Revenue from tenant
charges decreased $29,906 (5%) from $611,840 in 1995 to $581,934 in 1996.
This decrease is due to a decrease in operating expenses at Sycamore
Mall.  The tenant charges represent the tenants' reimbursement of certain
property operating expenses.

     Interest income increased $8,164 (86%) from $9,504 in 1995 to
$17,668 in 1996.  The increase results from the increase in cash reserves
which have been held and invested by the Partnership.

     Property operating expenses decreased to $871,550 for the year ended
December 31, 1996 from $913,541 for the year ended December 31, 1995.
This $41,991 (5%) decrease results primarily from an decrease of $61,485
in property taxes which was offset by increases other operating expenses.

     Interest expense decreased $64,965 (14%) from $454,551 in 1995 to
$389,586 in 1996.  Approximately $58,000 of the decrease resulted from
the reduction in the interest rate on the mortgage loan at Sycamore Mall.
The remaining $8,000 in reduction results from the repayment of mortgage
indebtedness throughout the year.

     Amortization expense decreased $26,457 from $36,656 during the year
ended December 31, 1995 to $10,199 during the year ended December 31,
1996.  This decrease is primarily due to the nonrecurring amortization of
the capitalized financing costs relating to the loan which was refinanced
in 1995.


Changes from 1994 to 1995:

     The Partnership's net loss in 1995 decreased $15,568 from $38,685 in
1994 to $23,117 in 1995.  This decrease in the loss resulted primarily
from an improvement in operating income of $62,716 at Sycamore Mall which
was partially offset by larger losses being allocated from Evanston
Galleria and Country Isles.  The loss allocated from Evanston Galleria
was $96,309 in 1995 as compared to $75,944 in 1994.  The decrease in
operating  results from the Evanston Galleria resulted from the default
of lease payments by two retail tenants.  See Item 1 above for a
discussion of this situation.  The loss allocated from Country Isles in
1995 was $3,336 as compared to a gain of $7,813 in 1994.  Operations at
Country Isles were stable from the prior year except for a non-recurring
increase in repairs and maintenance expenses, which accounted for the
decrease in operating results.

     The Partnership's rental income increased $55,840 or about 4% from
$1,288,604 in 1994 to $1,344,444 in 1995.  Percentage rents at Sycamore
Mall increased $13,026 from the prior year.  The balance of the increase
is due to Sycamore Mall maintaining an overall higher rate of occupancy
in 1995 as compared to 1994.

     Revenue from tenant charges increased $118,135 (24%) from $493,705
in 1994 to $611,840 in 1995.  This increase is due to the increase in
operating expenses at Sycamore Mall.  The tenant charges represent the
tenants' reimbursement of certain property operating expenses.
<PAGE>

     Interest income increased $5,008 (111%) from $4,496 in 1994 to
$9,504 in 1995.  The increase results from the increase in cash reserves
which have been held and invested by the Partnership.  Since the
Partnership intends to build additional cash reserves during 1996, it is
anticipated that interest income will increase in 1996 as compared to
1995.

     Property operating expenses increased to $913,541 for the year ended
December 31, 1995 from $794,157 for the year ended December 31, 1994.
This $119,384 (15%) increase results primarily from an increase of
$140,358 in property taxes which was offset by a decrease in decorating
and maintenance expenses.  The Partnership does not expect this increase
in property taxes to have a detrimental effect on the net operating
income of the property since property taxes are reimbursed by the
tenants. Decorating and maintenance expenses are not expected to rise.
Certain decorating and maintenance expenditures, which were incurred in
1994, were not of a continuing nature.

     Interest expense decreased $24,948 (5%) from $479,499 in 1994 to
$454,551 in 1995.  Approximately $15,000 of the decrease resulted from
the reduction in the interest rate on the mortgage loan at Sycamore Mall.
The remaining $8,000 in reduction results from the repayment of $81,022
of mortgage indebtedness throughout the year.  Interest expense in 1996
is expected to decrease further as a result of the reduction in the
interest rate during 1995 and continued repayment of the mortgage
indebtedness.

     Amortization expense increased $6,744 (23%) from $29,912 during the
year ended December 31, 1994 to $36,656 during the year ended December
31, 1995.  This increase is primarily due to the amortization of the
capitalized financing costs relating to the refinanced loan which was not
scheduled to mature until September 1996.  Amortization in 1996, and
subsequent years, relating to the capitalized refinancing costs should
total approximately $11,000 per year.



Inflation:

     The Partnership has completed its eighth full year of operations.
During the eight years the annual inflation rate has ranged from 3.01% to
5.40% with an average of 4.21%.  The effect which inflation has had on
income from operations is minimal primarily due to the weak real estate
market.

     Inflation in future periods may increase rental income levels (from
leases to new tenants  or renewals of existing leases) in accordance with
normal market conditions.  Such increases in rental income should offset
most  of  the adverse impact that inflation has on property operating
expenses with little effect on operating income.  Continued inflation may
also tend to cause capital appreciation of the Partnership's investment
properties over a period of time as rental rates and replacement costs of
properties continue to increase.


Asset Impairment:

     Under the Partnership's current impairment policy, provisions for
value impairment are recorded with respect to investment properties
pursuant to the basic principles of Statement of Financial Accounting
Standards No. 121 ("SFAS 121")  "Accounting for the Impairment of Long-
Lived Assets and for Long Lived Assets to be Disposed Of".  The
Partnership's adoption of SFAS 121 on January 1, 1996, had no effect on
the consolidated financial statements.


     Certain investment properties are pledged as security for the long-
term debt, for which there is no recourse to the Partnership, as
described in Note 3 of the Notes to Consolidated Financial Statements.


<PAGE>

Item 8.  Financial Statements and Supplementary Data
                                    
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
                                  INDEX
                                    

                                                              Page (s)

Independent Auditors' Report                                     17

Consolidated Balance Sheets, December 31, 1996 and 1995     18 - 19

Consolidated Statements of Operations,
 Years ended December 31, 1996, 1995 and 1994                    20

Consolidated Statements of Partners'
 Capital Accounts (Deficits),
 Years ended December 31, 1996, 1995 and 1994                    21

Consolidated Statements of Cash Flows,
  Years ended December 31, 1996, 1995 and 1994                   22

Notes to Consolidated Financial Statements                  23 - 29


                                                            Schedule

Consolidated Real Estate and Accumulated Depreciation           III

Schedules not filed:

All  schedules other than those indicated in the index have been omitted
as  the required information is inapplicable or the information is
presented in the financial statements or the related notes.


<PAGE>
                      Independent Auditors' Report
                                    
The Partners
First Dearborn Income Properties L.P. II

We have audited the consolidated financial statements of First Dearborn
Income Properties L.P. II (a limited partnership) and consolidated
venture as listed in the accompanying index.  In connection with our
audits of the consolidated financial statements, we also have audited the
financial statement schedule as listed in the accompanying index.  These
consolidated financial statements and the financial statement schedule
are the responsibility of the General Partners of the Partnership.  Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule 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 the General Partners of the
Partnership, 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of First
Dearborn Income Properties L.P. II and consolidated venture as of
December 31, 1996 and 1995 and the results of their operations and their
cash flows for each of the years in the three-year period ended December
31, 1996, in conformity with generally accepted accounting principles.
Also in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the
information set forth therein.



KPMG Peat Marwick LLP
Chicago, Illinois
March 7, 1997



<PAGE>
<TABLE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
                       Consolidated Balance Sheets
                                    
                       December 31, 1996 and 1995
                                    
                                 Assets


<CAPTION>
                                                 1996           1995
<S>                                              <C>            <C>
Current assets:
     Cash and cash equivalents (note 1)            592,001        353,531
     Rents and other receivables                   305,044        289,393
     Due from affiliates                             4,936          6,999
     Prepaid expense                                31,502         21,556

          Total current assets                     933,483        671,479

Investment property, at cost (note 2):
     Land                                        1,201,880      1,201,880
     Buildings and improvements                  8,350,456      8,336,918
                                                 9,552,336      9,538,798
     Less accumulated depreciation              (1,739,051)    (1,445,126)
                                                 7,813,285      8,093,672

Investment in unconsolidated ventures,
  at equity (notes 2 and 7)                        338,911        680,842
Deferred leasing and loan costs                     59,273         69,472

Total assets                                     9,144,952      9,515,465








<FN>
      See accompanying notes to Consolidated Financial Statements.

</TABLE>


<PAGE>
<TABLE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
                 Consolidated Balance Sheets - Continued
                                    
                       December 31, 1996 and 1995
                                    
          Liabilities and Partners' Capital Accounts (Deficits)
                                    
<CAPTION>
                                               1996             1995
<S>                                            <C>              <C>
Current liabilities:
     Accounts payable and accrued expenses       412,980          406,140
     Due to affiliates (note 6)                    7,160           10,315
     Accrued interest                             32,018           32,980
     Current portion of long-term debt           153,932          141,958

          Total current liabilities              606,090          591,393

Long-term liabilities:
     Long-term debt (note 3)                   4,574,933        4,728,865
     Venture partners' equity
      in consolidated venture (note 2)         1,541,880        1,560,090
     Tenant security deposits                      5,439            6,333

     Total long-term liabilities               6,122,252        6,295,288

          Total liabilities                    6,728,342        6,886,681

Partners' capital
 accounts (deficits) (notes 1 and 4):
  General partners:
        Capital contributions                      1,000            1,000
        Cumulative net losses                     (3,315)          (4,124)
  Total general partners' capital (deficits)      (2,315)          (3,124)

  Limited partners:
          Capital contributions                4,058,963        4,058,963
          Cumulative net losses                 (328,243)        (408,302)
          Cumulative cash distributions       (1,311,795)      (1,018,750)
    Total limited partners' capital            2,418,925        2,631,908

          Total partners' capital accounts     2,416,610        2,628,784

Commitments and contingencies (notes 2 and 6)

Total liabilities and partners' capital        9,144,952        9,515,465



<FN>
      See accompanying notes to Consolidated Financial Statements.

</TABLE>

<PAGE>
<TABLE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
                  Consolidated Statements of Operations
                                    
              Years ended December 31, 1996, 1995, and 1994
                                    

<CAPTION
                                         1996         1995         1994
<S>                                      <C>          <C>          <C>
Revenues:
     Rental income                       1,355,795    1,344,444    1,288,604
     Tenant charges                        581,934      611,840      493,705
     Interest income                        17,668        9,504        4,496

          Total revenues                 1,955,397    1,965,788    1,786,895

Expenses:
     Property operating expenses           871,550      913,541      794,157
     Interest                              389,586      454,551      479,499
     Depreciation                          293,925      284,918      282,833
     Amortization                           10,199       36,656       29,912
     General and administrative expenses    86,852       74,808       74,666

          Total expenses                 1,652,112    1,764,474    1,661,067

Operating income                           303,285      201,314      125,828

Partnership's share of operations
    of unconsolidated ventures             (45,145)     (99,645)     (68,131)

Venture partners' share of consolidated
  venture's operations (note 1)           (177,269)    (124,786)     (96,382)

Net income (loss)                           80,871      (23,117)     (38,685)

Net income (loss)
 per limited partnership unit (note 1)        8.01        (2.29)       (3.83)






<FN>
      See accompanying notes to Consolidated Financial Statements.

</TABLE>

<PAGE>
<TABLE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
    Consolidated Statements of Partners' Capital Accounts (Deficits)
                                    
              Years ended December 31, 1996, 1995 and 1994
                                    

<CAPTION>
                        General Partners  .             Limited Partners (10,000 Units)            .

                               Net            Contributions   Net       Cash
                               income             net of     income     distrib-
                 Contributions (loss)    Total    costs      (loss)     utions       Total
<S>                    <C>     <C>       <C>      <C>        <C>        <C>          <C>
Balance (deficit)
at December 31, 1993   1,000   (3,506)   (2,506)  4,058,963  (347,121)    (730,055)  2,981,787

Net loss                   -     (387)     (387)          -   (38,298)           -     (38,298)
Cash distributions         -        -         -           -         -     (164,883)   (164,883)

Balance (deficit)
 at December 31, 1994  1,000   (3,893)   (2,893)  4,058,963  (385,419)    (894,938)  2,778,606

Net loss                   -     (231)     (231)          -   (22,886)           -     (22,886)
Cash distributions         -        -         -           -         -     (123,812)   (123,812)

Balance (deficit)
 at December 31, 1995  1,000   (4,124)   (3,124)  4,058,963  (408,305)  (1,018,750)  2,631,908

Net income                 -      809       809           -    80,062            -      80,062
Cash distributions         -        -         -           -         -     (293,045)   (293,045)

Balance (deficit)
 at December 31, 1996  1,000   (3,315)   (2,315)  4,058,963  (328,243)  (1,311,795) 2,418,925






<FN>
      See accompanying notes to Consolidated Financial Statements.

</TABLE>

<PAGE>
<TABLE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
                  Consolidated Statements of Cash Flows
                                    
              Years ended December 31, 1996, 1995 and 1994

<CAPTION
                                          1996       1995        1994
<S>                                       <C>        <C>         <C>
Cash flows from operating activities:
   Net income (loss)                       80,871    (23,117)    (38,685)
   Items not requiring cash
       or cash equivalents:
     Depreciation                         293,925    284,918     282,833
     Amortization                          10,199     36,656      29,912
     Partnership's share of
      operations of unconsolidated
      ventures, net of distributions      341,931    148,455      91,259
     Venture partners' share of
      consolidated venture's operations   177,269    124,786      96,382

  Changes in:
     Rents and other receivables          (15,651)   (17,523)    (44,049)
     Due from affiliates                    2,063     (2,290)          -
     Prepaid expense                       (9,946)     3,344        (632)
     Accounts payable and
          accrued expenses                  6,840     93,322       5,029
     Due to affiliates                     (3,155)    (3,958)     (8,471)
     Accrued interest                        (962)    (6,738)       (515)
     Tenant security deposits                (894)       175         275
Net cash provided
 by operating activities                  882,490    638,030     413,338

Cash flows for investing activities:
     Additions to investment property     (13,538)   (57,292)    (11,738)
     Payment of deferred expenses               -    (70,505)          -
Net cash used in investing activities     (13,538)  (127,797)    (11,738)

Cash flows for financing activities:
    Venture partners' distributions
       from consolidated venture         (195,479)  (160,708)   (214,652)
    Distributions to limited partners    (293,045)  (123,812)   (164,883)
    Principal payments on long-term debt (141,958)   (81,022)    (64,251)
Net cash used in financing activities    (630,482)  (365,542)   (443,786)

   Net increase (decrease) 
    in cash and cash equivalents          238,470    144,691     (42,186)

Cash and cash equivalents
 at beginning of year                     353,531    208,840     251,026

Cash and cash equivalents
 at end of year                           592,001    353,531     208,840

Supplemental disclosure of
 cash flow information:
     Cash paid for mortgage
       and other interest                 390,548    461,289     480,014


<FN>
      See accompanying notes to Consolidated Financial Statements.

</TABLE>

<PAGE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
               Notes to Consolidated Financial Statements
                                    
                    December 31, 1996, 1995 and 1994
                                    
(1)  Organization and Basis of Accounting

     The Partnership was formed under the Delaware Revised Uniform
Limited Partnership Act by the recording of a Certificate of Limited
Partnership as of  May 19, 1988.  Initial capital contributions were
$1,000 by the General Partners and $1,000 by the Initial Limited Partner.
The Initial Limited Partner (an affiliate of the Managing General
Partner) withdrew as a Limited Partner upon the admission of the first
additional Limited Partners on October 16, 1989 when the initial closing
of the offering was consummated.  The Agreement of Limited Partnership
authorized the issuance of up to 20,000 additional Units (subject to
increase by an additional 10,000 Units) at $500 per Unit.  A total of
7,789 Units was subscribed for and issued between February 1, 1989 and
December 31, 1990.  An additional 2,211 Units were issued during 1991 of
which 1,669 Units were purchased by an affiliate of the General Partners
pursuant to its Agreement to Purchase Units.   The offering terminated on
January 31, 1991 at which time an aggregate 10,000 Units had been sold.

     The accompanying consolidated financial statements include the
accounts of the Partnership and its consolidated venture - Sycamore Mall
Associates.  The effect of all transactions between the Partnership and
the venture has been eliminated.

     The equity method of accounting has been applied in the accompanying
consolidated financial statements with respect to the Partnership's
interest in Evanston Galleria Limited Partnership and Country Isles
Associates.

     The Partnership records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying Consolidated Financial Statements have been prepared from
such records after making appropriate adjustments, where applicable, to
present the Partnership's accounts in accordance with generally accepted
accounting principles (GAAP).  Such adjustments are not recorded for the
Partnership.  The net effect of these is as follows:

<TABLE>
<CAPTION
                                     (Unaudited)             (Unaudited)
                                      1996        1996        1995        1995
                                      GAAP        Tax         GAAP        Tax
                                      Basis       Basis       Basis       Basis
<S>                                   <C>         <C>         <C>         <C>
Total assets                          9,144,952   3,583,310   9,515,465   3,828,110

Partners' capital accounts  (deficits):
    General partners                     (2,315)     (2,796)     (3,124)     (2,863)
    Limited partners                  2,418,925   3,400,624   2,631,908   3,642,365

Net income (loss):
  General partners                          809          70        (231)       (864)
  Limited partners                       80,062      51,591     (22,886)    (23,481)


Net income (loss)
 per limited partnership unit              8.01        5.16       (2.29)      (2.35)

<FN>
     The net loss per limited partnership unit presented for 1996, 1995
and 1994 is based on the limited partnership units outstanding at the end
of each period (10,000).

</TABLE>
<PAGE>

                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
         Notes to Consolidated Financial Statements - Continued

     Partnership distributions from unconsolidated ventures are
considered cash flow from operating activities to the extent of the
Partnership's cumulative share of net operating earnings before
depreciation and non-cash items.  In addition, the Partnership records
amounts held in U.S. Government obligations, commercial paper and
certificates of deposit at cost which approximates market.   For the
purposes of these statements, the Partnership's policy is to consider all
such investments, with an original maturity of three months or less
($312,653 and $94,912 at December 31, 1996 and 1995, respectively), as
cash equivalents.

     Deferred offering costs were charged to the partners' capital
accounts upon consummation of the offering.  Deferred organization costs
were amortized over a 60-month period using the straight-line method.
Deferred loan costs are amortized over the terms of the related
agreements using the straight-line method.  Leasing commissions are
amortized over the terms of the related tenant leases using the straight-
line method.

     Depreciation on the investment properties acquired has been provided
over the estimated useful lives of 5 to 30 years using the straight-line
method.

     No provision for Federal income taxes has been made as any liability
for such taxes would be that of the partners rather than the Partnership.

     The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from
those estimates.

     Under the Partnership's current impairment policy, provisions for
value impairment are recorded with respect to investment properties
pursuant to the basic principles of Statement of Financial Accounting
Standards No. 121 ("SFAS 121")  "Accounting for the Impairment of Long-
Lived Assets and for Long Lived Assets to be Disposed Of".  The
Partnership's adoption of SFAS 121 on January 1, 1996, had no effect on
the consolidated financial statements.


(2)  Venture Agreements

     (a)  General

     The Partnership has entered into three joint venture agreements with
partnerships sponsored by affiliates of the General Partners.  Pursuant
to such agreements, the Partnership has made capital contributions
aggregating $3,652,066 through December 31, 1996.  The Partnership has
acquired, through these ventures, interests in a mixed use
retail/residential property and two shopping centers.

     (b)  Evanston Galleria Limited Partnership

     On October 31, 1989, the Partnership acquired an interest in
Evanston Galleria Limited Partnership (the "Galleria Partnership") which
owns a 100% beneficial interest in the Evanston Galleria, a mixed-use
residential and retail  property  located in Evanston, Illinois.  The
property, located on a .79 acre site, contains 36,068 square feet of
rentable retail space and 55 loft apartments.  The Partnership's
acquisition of its interest was effected through its acquisition of an
18.30% general partnership interest in the Galleria Partnership from
First Dearborn Evanston Associates Limited Partnership ("Evanston
Associates"), an affiliate of the General Partners.  Evanston Associates
originally agreed to purchase a 76.67% interest in the Galleria
Partnership by agreeing to contribute an aggregate $2,313,125 to the
Galleria Partnership.  The Partnership acquired a portion of the 76.67%
general partnership interest on the same terms by contributing $552,066
for its 18.30% general partnership interest.  The seller retained a
23.33% limited partnership interest.

<PAGE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
         Notes to Consolidated Financial Statements - Continued
                                    

     The Partnership and Evanston Associates, as general partners of the
Galleria Partnership, have certain preferences from operating cash flow
and distributions from sales or refinancing.  Profits are generally
allocated in accordance with cash distributions (including preferences)
and then in accordance with the respective partner's interest.  Losses
are allocated first to partners with positive capital account balances
and then in accordance with the respective partner's interest.

     The limited partners ("Guarantors") of the Galleria Partnership had
provided the Partnership and Evanston Associates with a guaranty of
minimum rentals on certain retail space, maximum debt service levels and
maximum real estate tax expenses in the Galleria Partnership.  The
property has failed to perform as expected and the Galleria Partnership
has called upon the Guarantors to satisfy their obligations under the
guaranties.  The Guarantors have failed to fulfill their obligations to
the Partnership, and the General Partners have taken actions to protect
the rights of the Partnership, including receipt of an assignment in
favor of the Partnership of the Guarantors' limited partnership interests
in the Galleria Partnership of 5.57% and the receipt of security
interests in certain other limited partnership interests owned by the
Guarantors. Amounts owned pursuant to such guaranties which are secured
by the limited partners' partnership interests will be recorded upon
receipt.

     The property is managed by an affiliate of the General Partners.
During 1996, management fees totaling $25,091 werre paid to an affiliate
of the General Partners.  No management fee was paid in 1995 or 1994.

     The property is subject to a first mortgage which matured May 1,
1996.  Effective May 1, 1996, a modification of the first mortgage was
entered into which, among other modifications, extended the maturity of
the loan until May 1, 1998.  Commencing on May 1, 1996, monthly payments
were adjusted to $57,143, which represents interest only payments at an
annual rate of 8.25%, based on the outstanding principal balance of the
loan as of May 1, 1996.  Notwithstanding the pay rate of 8.25%, interest
on the loan continues to accrue and compound monthly on the unpaid
principal balance at the annual rate of 9.00%.  The interest
differential, as defined, will be paid only from proceeds resulting from
a sale or refinancing of the property or from any remaining funds in the
cash flow escrow.  The unpaid interest together with the unpaid principal
balance of the loan will be due and payable May, 1 1998.  All net cash
flow from the property, in excess of the payments due for interest, shall
be deposited into a cash flow escrow account.  If cash flow in any month
is insufficient to pay amounts due under the loan, then the amounts may
be withdrawn from the cash flow escrow account.


     (c)  Sycamore Mall Associates

     On October 26, 1990,  the Partnership contributed $2,275,000 to
acquire a 53.40% general partnership interest in Sycamore Mall
Associates, a general partnership formed to acquire the Sycamore Mall
Shopping Center in Iowa City, Iowa.  The  property, situated on an
approximate 21.2 acre site, includes a main building containing 213,206
square feet and an out parcel building containing 27,000 square feet.  A
14,000 square foot parcel  which contains a 4,590 square foot building is
under a ground lease.  Sycamore Mall Associates acquired the property on
October 26, 1990 for a purchase price of $9,400,000, subject to a
purchase money note of $5,140,000 bearing interest at 10% payable
interest only until maturity on October 26, 1995.  On August 8, 1991,
Sycamore Mall Associates obtained a first mortgage in the amount of
$5,140,000 which bore interest at a rate of 9.625% payable in monthly
installments of principal and interest of $45,355 commencing October 1,
1991 for 60 months until September 30, 1996.  The proceeds of this first
mortgage were used to repay the original purchase money note.  In October
1995, the first mortgage loan was modified.  The terms of the
modification reduced the interest rate to 8.125%, reduced the monthly
payments of principal and interest to $44,375 and extended the maturity
to March 1, 2002.

<PAGE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
         Notes to Consolidated Financial Statements - Continued
                                    

     First Dearborn Income Properties L.P., a public limited partnership
affiliated with the General Partners of the Partnership, and First
Dearborn Sycamore Associates Limited Partnership  ("FDSALP"), a privately
offered limited partnership also affiliated with the General Partners,
are the joint venture partners in Sycamore Mall Associates and
contributed a total of $1,075,000 and $910,000 for 25.24% and 21.36% of
the general partner interests, respectively.

     The terms of the Sycamore Mall Associates partnership agreement
provide that cash flow, sale or refinancing  proceeds and profit and loss
will be distributed or allocated in proportion to the partner's ownership
interests.

     The property is managed by an affiliate of the General Partners and
an affiliate of the seller under a five year management agreement that
provides for a fee equal to 5% of the effective gross income, of which 1%
is paid to an affiliate of the General Partners.  During 1996, 1995 and
1994 the property incurred management fees of $96,048, $97,270 and
$88,306, respectively.

     (d)  Country Isles

     The Country Isles Shopping Center, located in the Weston community
of Fort Lauderdale, Florida, is an approximately 106,000 square foot
retail shopping center containing approximately 71,000 square feet which
opened in 1986 and an additional expansion of approximately 35,000 square
feet which opened in 1989.  The shopping center is 99% occupied as of
December 31, 1995.  The Country Isles Shopping Center is managed by an
affiliate of the seller.

     On April 25, 1996, Country Isles Associates completed the
refinancing of Country Isles Plaza in Ft. Lauderdale, Florida.  The new
mortgage provided funding of $8,100,000, the proceeds of which were used
to repay the outstanding balance of $6,807,669 on the previous mortgage,
pay the costs of completing the new loan (approximately $174,000), and
provide for property tax escrow and working capital.  Out of the
remaining proceeds, the Partnership received a distribution of $210,650
from Country Isles Associates.  The Partnership made a special
distribution to the Limited Partners.  No significant impact to the
property is anticipated as a result of the increased mortgage
indebtedness.  As a result of the refinancing, the interest rate was
reduced from 9.75% to 7.00%, the monthly payments have decreased from
$60,141 to $57,250.  The mortgage matures on May 1, 2001.

     Through March of 1992, Country Isles Shopping Center was managed by
Arvida Management, Limited Partnership, a Delaware limited partnership
which is affiliated with Arvida/JMB  Partners.  In March of 1992, JMB
Property Management, also an affiliate of Arvida/JMB Partners, became the
manager.  Both the previous and current Management Agreements provide
that the Manager will rent and manage the project for a term of five
years, and thereafter for yearly periods, unless otherwise terminated by
the parties in accordance with the agreement.  Country Isles Associates
shall pay the Manager a management fee in an amount equal to 4% of the
monthly operating revenues from the operation of the property.
Notwithstanding the foregoing, until such time as the management  agent
notifies owner of its election to receive the management fee discussed
immediately above, Country Isles Associates shall pay the Manager, in
lieu of the management fee, an amount equal to 15% of amounts paid by
tenants at the project on account of reimbursement of operating expenses,
excluding taxes and insurance.  During 1996, 1995 and 1994, the property
incurred management fees of $68,053, $62,912, $ and $63,623,
respectively.

<PAGE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
         Notes to Consolidated Financial Statements - Continued
                                    

 (3)  Long-Term Debt

     Long-term debt consists of the following at December 31, 1996 and
1995:
<TABLE>

<CAPTION>
                                                    1996        1995
<S>                                                 <C>         <C>
$4,899,448 mortgage note, bearing interest
at 8.125%, payable in monthly installments
of principal and interest of $44,375 until
maturity on March 1, 2002 when the remaining
principal balance of $3,780,785 is payable;
secured by the real and personal property
of Sycamore Mall Shopping Center.                   4,728,865   4,870,823

     Less current portion of long-term debt           153,932     141,958

     Total long-term debt                           4,574,933   4,728,865
</TABLE>

     Five year maturities of long-term debt are as follows:
<TABLE>
                          <S>            <C>
                          1997           153,932
                          1998           166,915
                          1999           180,993
                          2000           179,290
                          2001           211,382

</TABLE>


(4)  Partnership Agreement

     Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership for Federal income tax purposes from operations
generally will be allocated  99% to the Limited Partners and 1% to the
General Partners.  Net profits for Federal income tax purposes from the
sale or refinancing of properties will be allocated as follows:  (i)
first, to the Partners who have a deficit capital account balance in an
amount equal to their deficit balance; (ii) second, to the Limited
Partners in an amount equal to their contributed capital plus a
stipulated return thereon; and (iii) thereafter, 90% to the Limited
Partners and 10% to the General Partners.  Net losses from the sale or
refinancing of properties will be allocated as follows:   (i)  first, to
the Partners who have a positive capital account balance in an amount
equal to their positive balance; and (ii) thereafter, 99% to the Limited
Partners and 1% to the General Partners.

<PAGE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
         Notes to Consolidated Financial Statements - Continued
                                    

     Operating Cash Flow, as defined in the Partnership Agreement, prior
to the date the public offering terminated was distributed 100% to the
Limited Partners.  Operating Cash Flow subsequent to termination of the
public offering will be distributed  during the first five years, 99% to
the Limited Partners and 1% to the General Partners and, thereafter, 90%
to the Limited Partners and 10% to the General Partners subject to
certain limitations.  Sale or refinancing proceeds will be distributed
100% to the Limited Partners until the Limited Partners have received
their contributed capital plus a stipulated return thereon.  Any
remaining sale or refinancing proceeds will then be distributed 90% to
the Limited Partners and 10% to the General Partners.

     For financial reporting purposes, net profits or losses from
operations are allocated 99% to the Limited Partners and 1% to the
General Partners.  The General Partners are not required to make any
capital contributions except under certain limited circumstances upon
dissolution and termination of the Partnership.


(5)  Leases

     The Partnership has determined that all leases relating to the
properties are properly classified as operating leases; therefore, rental
income is reported when earned and the cost of the property, excluding
the cost of the land,  is depreciated over the estimated useful life of
the property.  Leases with tenants range in term from one to thirty years
and provide for fixed minimum rent and partial to full reimbursement of
operating costs.  In addition, many of the leases provide for additional
rent based upon percentages of tenants' sales volume.

     Minimum lease payments, including amounts representing executory
costs (e.g. taxes, maintenance, insurance) and any related profit, to be
received in the future under the operating leases are as follows:
<TABLE>
                          <S>             <C>
                          1997            1,301,500
                          1998              970,879
                          1999              803,283
                          2000              624,700
                          2001              616,023
                          Thereafter      2,206,871
                                          6,523,256
</TABLE>

     Percentage rents (based on tenants' sales volume) included in rental
income were $180,846, $171,305 and $158,279 for the years ended December
31, 1996, 1995 and 1994, respectively.


(6)  Transactions with Affiliates

     Affiliates of the General Partners are entitled to receive from the
Partnership acquisition fees, equal to 9% of the gross proceeds from the
offering of Units, in connection with the evaluation, investigation,
negotiation, selection and purchase of the Partnership's investment
properties.  The Managing General Partner and its affiliates are entitled
to reimbursement for salaries and direct expenses of officers and
employees of  the Managing General Partner and its affiliates relating to
the administration of the Partnership.

<PAGE>
                FIRST DEARBORN INCOME PROPERTIES L.P. II
                         (a limited partnership)
                        and Consolidated Venture
                                    
         Notes to Consolidated Financial Statements - Continued
                                    

     Fees, commissions and other expenses required to  be paid by the
Partnership to affiliates of the General Partners for the years ended
December 31, 1996, 1995 and 1994 are as follows:
<TABLE>
<CAPTION

                                                                   Unpaid  at
                                   1996      1995      1994        Dec. 31, 1996
<S>                                <C>       <C>       <C>         <C>
Reimbursement (at cost)
 for out of pocket expenses         1,168     2,375     2,536           0
Reimbursement (at cost)
 for administrative services       14,992    14,224    14,227       7,160
                                   16,160    16,599    16,763       7,160
</TABLE>

(7)  Investment in Unconsolidated Ventures

     Summary combined financial information for Evanston Galleria Limited
Partnership and Country Isle Associates as of December 31, 1996 and 1995
is as follows:

<TABLE>
<CAPTION>
                                              1996           1995
<S>                                           <C>            <C>
        Current assets                            456,459        393,116
        Current liabilities                      (792,256)   (15,962,345)
          Working capital                        (335,797)   (15,569,229)

        Deferred expenses                         258,468        104,155
        Ventures partners' equity               4,611,217      3,362,339
        Investment property, net               12,319,923     12,958,577
        Long-term debt                        (16,514,900)      (175,000)
          Partnership's capital                   338,911        680,842

     Represented by:
          Invested capital                      1,548,815      1,548,815
          Cumulative cash distributions          (501,547)      (204,761)
          Cumulative loss                        (708,357)      (663,212)
                                                  338,911        680,842

     Total revenues                             3,198,453      3,059,677
     Total expenses                             3,368,380      3,479,039
     Net loss                                    (169,927)      (419,362)
</TABLE>

The total revenues, expenses and net loss for the above ventures for the
year ended December 31, 1994 were $2,943,721, $3,224,669 and $280,948,
respectively.


(8)  Subsequent Event

     In March 1997, the Partnership paid cash distributions of $20,703 to
the Limited Partners.
<PAGE>
<TABLE>
                    FIRST DEARBORN INCOME PROPERTIES L.P. II
                             (a limited partnership)
                            and Consolidated Venture
                                        
                                December 31, 1996
                                        
                                  Schedule III
              Consolidated Real Estate and Accumulated Depreciation


<CAPTION>
                                                                            (a)
(b)
                                  Initial Cost         Additions       Amount of asset at period end
                                        Building &   Building &              Building &              Accumulated
                 Encumbrance  Land      Improvements Improvements  Land      Improvements  Total     Depreciation
<S>              <C>         <C>        <C>          <C>          <C>        <C>          <C>        <C>
Shopping Center
Iowa City, IA    4,728,865   1,201,880  7,910,902    439,554      1,201,880  8,350,456    9,552,336  1,739,051

<FN>
(a)  The initial cost represents the original purchase price of the properties.
(b)  The aggregate cost of the above real estate at December 31, 1996 for
Federal income tax purposes is $9,552,336.
</TABLE>
<TABLE>
<CAPTION>
                                          1996        1995         1994
<S>                                       <C>         <C>          <C>
(c)  Reconciliation of real estate owned
         Balance at beginning of period   9,538,798   9,481,506    9,469,768
         Additions                           13,538      57,292       11,738
         Balance at end of period         9,552,336   9,538,798    9,481,506

(d)  Reconciliation of accumulated depreciation
         Balance at beginning of period   1,445,126   1,160,208      877,375
         Depreciation expense               293,925     284,918      282,833
         Balance at end of period         1,739,051   1,445,126    1,160,208
</TABLE>

<PAGE>

Item 9.  Changes In and Disagreements with Accountants
          on Accounting and Financial Disclosure

        None



                               PART III

Item 10.  Directors and Executive Officers of the Registrant

     The General Partners of the Partnership are:

     FDIP, Inc., an Illinois corporation, Managing General Partner; and
FDIP Associates, an Illinois general partnership, Associate General
Partner.

     FDIP,  Inc., the Managing General Partner, is a corporation formed
under the laws of the State of Illinois.  Its issued and outstanding
shares are owned by Messrs. Bruce H. Block and Robert S. Ross.  The
officers of the Managing General Partner are Robert S. Ross, President,
and Bruce H. Block, Vice President and Secretary.  Messrs. Block and
Ross are its sole directors.

     FDIP Associates, the Associate General Partner, was formed under
the laws of the State of Illinois and has a nominal net worth.   Its
constituent partners are First Dearborn Partners, an Illinois general
partnership formed in January, 1984, whose constituent partners are
Messrs. Block and Ross, and Hampshire Syndications, Inc., a New
Hampshire corporation.  Hampshire Syndications, Inc. is wholly owned by
Hampshire Funding, Inc., a New Hampshire corporation, which is a wholly-
owned subsidiary of Chubb Life Insurance Company of America.  The
officers and directors of Hampshire Syndications, Inc. are Ronald
Angarella, President and Director, Charles C. Cornelio, Vice President,
Counsel, Secretary and Director, Frederick H. Condon, Vice President
and Director, John A. Weston, Treasurer.


     Messrs. Block and Ross are not affiliated with Chubb Securities
Corporation, except that each is affiliated with the Associate General
Partner.

      The  persons listed below occupy key management position with the
General Partners:

     Mr.  Bruce H.  Block, age 59, has been a principal in numerous
real estate ventures which own,  have an interest in, or have owned
various types of property that  have included apartment and office
buildings,  shopping centers and vacant land.   Mr. Block is an
Illinois licensed attorney, a certified public accountant and a
licensed real estate broker in the State of Illinois.  Mr.  Block
practiced corporate  and real estate law in Chicago for over 20 years
and is a shareholder in the Chicago law firm of Ross & Block, P.C.

     Mr. Robert S. Ross, age 59, has been a principal in many real
estate ventures which own,  have an interest in, or have owned various
types of property including apartment and office buildings, shopping
centers and  vacant land.  Mr. Ross is an Illinois licensed attorney, a
licensed real estate broker in the State of Illinois and is an
affiliate member of Real Estate Securities and  Syndication Institute.
He also practiced general and real estate law in the Chicago area for
over 22 years and is a shareholder in the Chicago law firm of Ross &
Block P.C.

     Mr. Ronald R. Angarella, age 39, currently serves as President,
Chairman and Director of Chubb Securities Corporation and Hampshire
Funding, Inc. and President and Director of Hampshire Syndications,
Inc.  Mr. Angarella is also President and Director of Chubb America
Fund, Inc., Senior Vice President and Director of Chubb Investment
Funds, Inc. and Senior Vice President, Sales of Chubb Life Insurance
Company of America.  Mr. Angarella is a graduate of Providence College
and Brown University.


<PAGE>

     Mr. Charles C. Cornelio, age 37, is Vice President, General
Counsel and Secretary of Chubb Securities Corporation, Hampshire
Syndications, Inc. and Hampshire Funding, Inc.  He is also Executive
Vice President and Chief Administrative Officer of Chubb Life Insurance
Company of America, Vice President and General Counsel of Chubb America
Fund, Inc. and Chubb Investment Funds, Inc.

     Mr. Frederick H. Condon, age 62, is a Director of Hampshire
Funding, Inc. and Chubb Securities Corporation.  Mr. Condon also serves
as Senior Vice President, General Counsel and Secretary of Chubb Life
Insurance Company of America, Director, Senior Vice President, General
Counsel and Secretary of Chubb Colonial Life Insurance Company and
Chubb Sovereign Life Insurance Company.

     John Weston, age 37, Treasurer of Hampshire Funding, Inc., Chubb
Securities Corporation, Hampshire Syndications, Inc., Chubb Investment
Funds, Inc., Chubb America Fund, Inc. and Chubb Investment Advisory
Corporation.  Mr. Weston also serves as Assistant Vice President of
Chubb Life Insurance Company of America.

Item 11.   Executive Compensation

     The Partnership has no officers or directors and instead is
managed by FDIP, Inc., its Managing General Partner.

     Officers and directors of the Managing General Partner receive no
direct remuneration in such capacities from  the Partnership.  In
addition, the Partnership is a registrant that qualifies as a small
business issuer as defined in Item 10(a)(1) of Regulation S-B.
Accordingly, certain of  the disclosures typically required by Item 402
are not applicable to the Partnership and  the information set forth
herein has been appropriately modified.

     The Partnership is required to pay certain fees to the General
Partners or their affiliates and the General Partners are entitled to
receive a share of cash distributions,  when and as cash distributions
are made to the Limited Partners, and a share of profits or losses as
described under the caption "Compensation Table" at pages 9-10 of the
Prospectus, a copy of which descriptions is filed herewith and is
hereby incorporated herein by reference.  Reference is also made to
Note 4 of Notes to Consolidated Financial Statements filed with this
annual report for a description of such distributions and allocations.

     Certain compensation has accrued to the General Partners and their
affiliates for services rendered on behalf of the Partnership.
Affiliates of the General Partners are entitled to receive from the
Partnership acquisition fees, equal to 9% of the gross proceeds from
the offering of Units, in connection with the evaluation,
investigation, negotiation, selection and purchase of the Partnership's
investment properties.

     The Managing General Partner and its affiliates are entitled to
reimbursement for salaries and direct expenses of officers and
employees of  the Managing General Partner and its affiliates relating
to the administration of the Partnership.

     Fees, commissions and other expenses required to  be paid by the
Partnership to affiliates of the General Partners for the years ended
December 31, 1996, 1995 and 1994 are as follows:

<TABLE>
<CAPTION

Unpaid at
                                     1996      1995      1994    Dec. 31, 1996
<S>                                  <C>       <C>       <C>     <C>
Reimbursement (at cost)
 for out of pocket expenses           1,168     2,375     2,536       0
Reimbursement (at cost)
 for administrative services         14,992    14,224    14,227   7,160

                                     16,160    16,599    16,763   7,160
</TABLE>
     There are no compensatory plans or arrangements regarding
termination of employment or change of control.


<PAGE>

Item 12.  Security ownership of certain Beneficial Owners and
Management

     (a)  No person or group is known by the Partnership to own
beneficially more than 5% of the outstanding Units of the Partnership.

     (b)   The following table sets forth information regarding the
beneficial ownership of Units as of December 31, 1996 by directors
and/or general partners of the General Partners, and by all officers,
directors and for general partners of the General Partners as a group:

<TABLE>
<CAPTION
                                              Amount and
      Title          Name and address of      nature of         Percent
      Class          Beneficial Owner         Ownership         of Class
     <S>             <C>                      <C>               <C>
     Limited         Robert S. Ross           0 Units              0%
     Partnership     154 W. Hubbard
     Units           Chicago, IL

     Limited         Chubb Life               1,689 Units (1)   16.9%
     Partnership     Insurance Company
     Units           One Granite Place,
                     Concord, NH 03301

     Limited         All officers             15 Units (1)      less than 1%
     Partnership     directors, and
     Units           general partners
                     as a group

<FN>
     (1)   During January 1991, Chubb Life Insurance Company of America
(Chubb Life), an affiliate of Hampshire Syndication, Inc., acquired
1,669 Units under an agreement with the Partnership.  During 1993,
Chubb Securities Corporation, a wholly owned subsidiary of Chubb Life
(CSC), acquired 20 Units pursuant to an arbitration order.  Because CSC
is owned entirely by Chubb Life, the units owned by CSC have been
attributed in this table to Chubb Life.
</TABLE>

Item 13.  Certain Relationships and Related Transactions

     There  were no significant transactions or business relationships
with the Managing General Partner, affiliates, or other management
other than those described in Item 10 and 11 above, and Note 6 to the
Consolidated Financial Statements.


<PAGE>

                                PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form
8-K

      (a)  (1)(2)  See Index to Financial  Statements and Financial
Statement Schedules on page 16.

           (3)  Exhibits
               (3-A) The Prospectus of the Partnership dated February
1, 1989 as supplemented February 24, 1989, October 27, 1989, April 26,
1990, October 9, 1990 and December 24, 1990 filed pursuant to Rule
424(b) under the Securities Act of 1933 as amended (File No. 33-23048),
is hereby incorporated herein by reference.

               (3-B)   Amended Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, pursuant to Rule 424(b) under the
Securities Act of 1933 as amended (File No. 33-23048), is hereby
incorporated herein by reference.


     (b)  No reports on Form 8-K were filed in the last quarter of
1996.

     (c)  An annual report for the fiscal year 1996 will be sent to the
Limited Partners subsequent to this filing and the Partnership will
furnish copies of such report to the Securities and Exchange Commission
at that time.

     (d)  Exhibits - See Item 14(a) - (3).

     (e)  Financial Statement Schedules.   See Index to Financial
Statements and Financial Statement Schedules on page 16.


<PAGE>
                              SIGNATURES


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

                                   FIRST DEARBORN INCOME PROPERTIES
L.P. II
                                        (Registrant)

                                    BY: FDIP, Inc.
                                       (Managing General Partner)


Date:  March 28, 1997 BY:                        /s/ Robert S. Ross
                                            Its:  President

                                  BY:  FDIP Associates II
                                       (Associate General Partner)
                                       BY:  First Dearborn Partners, a
Partner

Date:  March 28, 1997   BY:                 /s/ Bruce H. Block
                                            a Partner

     Pursuant  to the requirements of the Securities Exchange Act of
1934,  this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.

       Signatures                          Title        Date


      /s/ Robert S. Ross        President and Director      March 28,
1997
       Robert S. Ross           of FDIP, Inc. (Principal
                                  Executive Officer)

        /s/ Bruce H. Block      Secretary and Director      March 28,
1997
       Bruce H. Block            of FDIP, Inc. (Principal
                                                    Financial Officer)