FORM 10-KSB--Annual or Transitional Report
                            Under Section 13 or 15(d)
                (As last amended by 34-31905 eff. 4/26/93)


                                                                                
[X]   Annual Report Under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 [Fee Required]

                   For the fiscal year ended December 31, 1995
                                       or
[  ]  Transition Report Under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 [No Fee Required]

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

                         Commission file number 0-17568 

                  BRUNNER COMPANIES INCOME PROPERTIES L.P. II  
                 (Name of small business issuer in its charter)

      Delaware                                            31-1247944
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

One Insignia Financial Plaza, P.O. Box 1089
    Greenville, South Carolina                                  29602
(Address of principal executive offices)                      (Zip Code)

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                      Units of Limited Partnership Interest
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $2,373,346

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1995.  Market value information for the
Registrant's partnership interests is not available.  Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.      
                                                                

                       DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated November 4, 1988 (included in
Registration Statement, No.33-24334, of Registrant) are incorporated by
reference into Parts I and III.

                                     PART I

Item 1. Description of Business

    Brunner Companies Income Properties L.P. II (the "Partnership" or
"Registrant") is a Delaware limited partnership formed in August 1988.   
Brunner Management Limited Partnership ("General Partner"), an Ohio corporation
formed in February 1988, is the sole general partner of the Partnership.  104
Management, Inc. ("Managing General Partner"), an Ohio corporation formed in
February 1988, is the sole general partner of the General Partner, and in that
capacity manages the business of the Partnership. 

    As of December 31, 1995, the Partnership had 856,350 units of Class A
Limited Partnership Interest ("Units") and 8,650 units of Class B Limited
Partnership Interest ("Subordinated Interest") issued and outstanding.  The
Class B Limited Partnership Interests were issued by the Partnership to certain
affiliates of the Managing General Partner.  Holders of the Units are referred
to as "Unitholders," holders of the units of Subordinated Interest are referred
to as "Subordinated Limited Partners," and Unitholders and Subordinated Limited
Partners are collectively referred to as "Limited Partners."  Limited Partners
are not required to make any additional capital contributions.  There are only
two differences between the Class A and Class B limited partnership interests. 
First, the holders of Class A units are entitled to receive their Class A
Priority Return before the holders of Class B units are entitled to receive any
portion of their Class B Priority Return.  Second, holders of Class B units, if
such holders are affiliates of the General Partner, are not entitled to vote
upon the removal of the General Partner or upon consideration of a sale of any
Retail Center to the General Partner or any affiliate of the General Partner.

    The offering terminated on December 20, 1988.  Upon termination of the
offering, the Partnership had accepted subscriptions for 856,350 Units and 8,650
units of Subordinated Interest for aggregate gross proceeds of $8,586,170.  All
of the proceeds from the offering were invested in the Registrant's properties.

    The Partnership was in the business of owning and operating four regional
shopping centers:  Cunningham Place and Hampton Plaza, Clarksville, Tennessee;
Cumberland Plaza, McMinnville, Tennessee; and Pinecrest Plaza, Morehead,
Kentucky (the "Retail Centers").  Cunningham Place, Hampton Plaza and Cumberland
Plaza were foreclosed on by the lender in December of 1995.  In January of 1996,
the lender foreclosed on Pinecrest Plaza, the Partnership's last remaining
property.  Due to the impending foreclosures, in September of 1995, the
Registrant adopted the liquidation basis of accounting.  See "Item 6,"
"Management's Discussion and Analysis" for a discussion of the impact of this
accounting change.

    The Registrant had no employees and management and administrative services
were performed by affiliates of Insignia Financial Group, Inc. ("Insignia"). 
The property manager was responsible for the day-to-day operations of each
property.  The Managing General Partner had also selected an affiliate of
Insignia to provide real estate advisory and asset management services to the
Partnership.  

As advisor, such affiliate provided all partnership accounting and
administrative services, investment management, and supervisory services over
property management and leasing.  For a further discussion of property and
partnership management, see "Item 12," which descriptions are herein
incorporated by reference.

Item 2. Description of Properties

    On December 21, 1995, the lender foreclosed on Cumberland Plaza Shopping
Center, located in McMinnville, Tennessee.  In addition, on December 26, 1995,
the lender foreclosed on Cunningham Place Shopping Center and Hampton Plaza
Shopping Center, both located in Clarksville, Tennessee.  These properties were
not generating sufficient cash flow to cover monthly operating expenses and meet
debt service obligations.  Throughout 1995, the Managing General Partner had
marketed the properties for sale and sought to refinance the mortgage notes
payable on a long-term basis.  These efforts proved unsuccessful and the
mortgage notes matured on September 1, 1995.  Also, due to similar conditions
stated above, the lender foreclosed on Pinecrest Plaza, located in Morehead,
Kentucky in January of 1996. 

Item 3. Legal Proceedings

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


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

      During the fourth quarter of the fiscal year ended December 31, 1995, no
matters were submitted to a vote of the Unitholders through the solicitation of
proxies or otherwise.


                                     PART II


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

      As of December 31, 1995, the number of holders of record of Limited
Partnership Units and Subordinated Interest Units was approximately 579 and one,
respectively.  Neither the Units nor the Subordinated Interest are traded on any
established public trading market.  See "Security Ownership of Certain
Beneficial Owners and Management", "Item 11."

      No distributions were made during 1995 or 1994.  In 1996, the Registrant
intends to pay its accrued expenses, distribute any remaining cash to the
partners and liquidate the partnership.


Item 6. Management's Discussion and Analysis

      On September 30, 1995, the Partnership adopted the liquidation basis of
accounting.  Throughout 1995, the Managing General Partner marketed the
Partnership's properties for sale and sought to refinance the mortgage notes
payable on a long-term basis.  These efforts were unsuccessful, the mortgage
notes payable matured on September 1, 1995, and the lender indicated its intent
to foreclose on the properties.  On December 21, 1995, the lender foreclosed on
Cumberland Plaza, located in McMinnville, Tennessee.  Subsequently, on December
26, 1995, the lender foreclosed on Cunningham Place and Hampton Plaza, both
located in Clarksville, Tennessee.  On January 17, 1996, the lender foreclosed
on Pinecrest Plaza, located in Morehead, Kentucky.  As a result of the
foreclosures, the Partnership will be liquidated in 1996.

      As a result of the foregoing, the Partnership changed its basis of
accounting for its financial statements at September 30, 1995, from the going
concern basis of accounting to the liquidation basis of accounting. 
Consequently, assets have been valued at estimated net realizable value and
liabilities are presented at their estimated settlements amounts, including
estimated costs associated with carrying out the liquidation.  The valuation of
assets and liabilities necessarily requires many estimates and assumptions and
there are substantial uncertainties in carrying out the liquidation.  The actual
realization of assets and settlement of liabilities could be higher or lower
than amounts indicated and is based upon the Managing General Partner's
estimates as of the date of the financial statements.

      The investment properties were adjusted to their estimated net realizable
value.  The net realizable value for Pinecrest was calculated based on purchase
offers received by the Managing General Partner.  Prior to the change from the
going concern basis to the liquidation basis of accounting, investment
properties were stated at the lower of cost or estimated fair value.  

      The statement of net assets in liquidation as of December 31, 1995,
includes $164,849 of accrued costs that the Managing General Partner estimates
will be incurred during the period of liquidation, based on the assumption that
the liquidation process will be completed during the first quarter of 1996.  The
costs include cash flow payments required to be paid to the lender, settlement
of outstanding liabilities and anticipated costs to terminate the Partnership.
Because the success in realization of assets and the settlement of liabilities
is based on the Managing General Partner's best estimates, the liquidation
period may be shorter than projected or it may be extended beyond the projected
period.     
      For the three months ended December 31, 1995, the Partnership recorded an
increase in net assets in liquidation of $13,000.  The increase is primarily due
to actual expenses being less than original estimates of the operating costs for
the three properties of the Partnership foreclosed on in the fourth quarter of
1995.  Partially offsetting the increase in net assets in liquidation was an
increase in estimated costs during the liquidation period due to additional
costs related to the foreclosure of Pinecrest Plaza not occurring until January
1996.


Item 7.  FINANCIAL STATEMENTS

BRUNNER COMPANIES INCOME PROPERTIES L.P. II


LIST OF FINANCIAL STATEMENTS

        Report of Independent Auditors

        Statement of Net Assets in Liquidation - December 31, 1995

        Statement of Changes of Net Assets in Liquidation - Three months 
        ended December 31, 1995

        Statements of Operations   Nine months ended September 30, 1995 and
        year ended December 31, 1994

        Statement of Changes in Partners' Capital/Net Assets in
        Liquidation - Nine months ended September 30, 1995
        
        Statements of Cash Flows   Nine months ended September 30, 1995 and 
        year ended December 31, 1994

        Notes to Financial Statements


                Report of Ernst & Young LLP, Independent Auditors


The Partners
Brunner Companies Income Properties L.P. II


We have audited  the statements of operations, changes in  partners  capital/net
assets in liquidation and cash flows of Brunner Companies Income Properties L.P.
II for the  nine months ended September 30, 1995 and the year ended December 31,
1994.  In  addition, we have audited the statement of  net assets in liquidation
as  of  December  31,  1995 and  the  statement  of  changes  in  net  assets in
liquidation for the three months then ended.  These financial statements are the
responsibility  of the  Partnership s  management.   Our  responsibility  is  to
express an opinion on these financial statements based on our audits.

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

As described in Note A to the financial statements, due to the imminent disposal
of  its investment properties,  the Managing General Partner  of the Partnership
decided,  effective September  30, 1995,  to liquidate  the Partnership.   As  a
result, the Partnership has changed its basis of accounting  as of September 30,
1995 from the going concern basis to a liquidation basis.

In our opinion,  the financial statements  referred to above present  fairly, in
all material  respects, the  results of  operations and  cash flows  of  Brunner
Companies Income Properties L.P. II for the nine months ended September 30, 1995
and the  year ended  December 31,  1994, its  net assets  in liquidation  as  of
December 31, 1995, and the changes  in net assets in liquidation for the  period
from October 1, 1995 to December 31, 1995, in conformity with generally accepted
accounting  principles  applied    on  the  bases  described  in  the  preceding
paragraph.




                                             ERNST & YOUNG LLP


Greenville, South Carolina
February 19, 1996

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. II

                     STATEMENT OF NET ASSETS IN LIQUIDATION

                                December 31, 1995
                                        

                                                                  
 Assets                                                               
   Cash:                                                              
      Unrestricted                                          $  169,768
      Restricted-tenant security deposits                        5,470
   Accounts receivable                                           2,883
   Tax and insurance escrows                                    46,504
   Restricted escrow                                           135,564
   Investment property (Notes A and B)                       6,133,000
                                                             6,493,189
                                                                     
 Liabilities                                                          
   Accounts payable                                              1,670
   Tenant security deposits                                      5,470
   Accrued taxes                                                41,936
   Other liabilities                                            58,264
   Mortgage note payable, in default                                  
   (Notes A and B)                                           6,133,000
                                                                      
   Estimated costs during the period of
     liquidation (Notes A and B)                               164,849
                                                      
                                                             6,405,189
                                                                     
 Net assets in liquidation (Note A)                         $   88,000
                              
                 See Accompanying Notes to Financial Statements

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. II

                STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION

                               Three Months Ended

                                December 31, 1995
                                        

                                                                              
 Net assets in liquidation at September 30, 1995             $     75,000
                                                                         
 Changes in net assets in liquidation attributable to:                   
  Increase in unrestricted cash                                    58,755
  Decrease in restricted cash-tenant security deposits            (10,714)
  Decrease in accounts receivable                                 (19,389)
  Decrease in tax and insurance escrows                          (102,838)
  Decrease in restricted escrow                                  (149,340)
  Decrease in investment properties                           (18,589,420)
  Decrease in accounts payable                                      5,101
  Decrease in tenant security deposits                             11,514
  Decrease in accrued taxes                                       130,230
  Decrease in other liabilities                                   103,076
  Decrease in mortgage notes payable                           18,589,420
  Increase in estimated costs during the                                 
      period of liquidation                                       (13,395)
                                                                         
 Net assets in liquidation at December 31, 1995              $     88,000
                                              
                  See Accompanying Notes to Financial Statements

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. II

                             STATEMENTS OF OPERATIONS        

<TABLE>
<CAPTION>
               
                                                                              
                                                  Nine Months Ended         Year Ended 
                                                    September 30,          December 31,
                                                        1995                   1994    
<S>
 Revenues:                                           <C>                  <C>               
    Rental income                                     $2,357,860           $ 3,170,080
    Other income                                          15,486               299,901
          Total revenues                               2,373,346             3,469,981
                                                                                      
 Expenses:                                                                            
    Operating                                            192,880               305,271
    General and administrative                            85,625               128,467
    Property management fees                              75,612               142,815
    Depreciation                                         727,860               987,530
    Amortization                                          25,871                31,582
    Interest                                           2,161,673             2,637,687
    Property taxes                                       172,556               220,426
    Write down of property (Note F)                           --               391,089
    Tenant Reimbursements                               (219,760)             (333,114)
          Total expenses                               3,222,317             4,511,753

 Adjustment to liquidation                                                            
       basis (Notes A and B)                             130,142                    --
                                                                                      
    Net loss                                          $ (718,829)          $(1,041,772)
                                                                                      
 Net loss allocated to general partner (1%)           $   (7,188)          $   (10,418)
                                                                                      
 Net loss allocated to Class A                                                        
    limited partners (98.01%)                           (704,525)           (1,021,041)
                                                                                      
 Net loss allocated To Class B                                                        
    limited partners (.99%)                               (7,116)              (10,313)
                                                                                      
                                                      $ (718,829)          $(1,041,772)
                                                                       
 Net loss per limited partnership unit                $     (.82)          $     (1.19)

<FN>
                 See Accompanying Notes to Financial Statements
</TABLE>

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. II

       STATEMENT OF CHANGES IN PARTNERS' CAPITAL/NET ASSETS IN LIQUIDATION
                                        
<TABLE>
<CAPTION>
                                    General         Limited Partners
                                    Partner       Class A     Class B        Total
                                                                            
<S>                               <C>          <C>            <C>         <C>                     
 Partners' (deficit) capital at                                                      
    December 31, 1993              $(41,976)    $ 1,842,319    $ 35,258    $1,835,601

 Net loss for the year ended                                                         
    December 31, 1994               (10,418)     (1,021,041)    (10,313)   (1,041,772)

 Partners' (deficit) capital at                                                      
    December 31, 1994               (52,394)        821,278      24,945       793,829

 Net loss for the nine months                                                        
    ended September 30, 1995         (7,188)       (704,525)     (7,116)     (718,829)

 Net assets in liquidation                                                           
    at September 30, 1995          $(59,582)    $   116,753    $ 17,829    $   75,000   
                                                       
<FN>                                    
                 See Accompanying Notes to Financial Statements

</TABLE>
                   BRUNNER COMPANIES INCOME PROPERTIES L.P. II

                             STATEMENTS OF CASH FLOWS       
<TABLE>
<CAPTION>


                                                                              
                                                       Nine Months Ended   Year Ended 
                                                         September 30,     December 31,
                                                            1995               1994    
<S>                                                     <C>              <C>
 Cash flows from operating activities:                                               
    Net loss                                             $ (718,829)      $(1,041,772)
    Adjustments to reconcile net loss to net cash                                    
       (used in) provided by operating activities:                                   
       Adjustment to liquidation basis                     (130,142)               --
       Depreciation                                         727,860           987,530
       Amortization of loan costs and                                                
        leasing commissions                                 105,499            38,832
       Write down of property                                    --           391,089
       Change in accounts:                                                           
         Restricted cash                                     (4,317)           (4,340)
         Accounts receivable                                 20,564           (26,250)
         Tax and insurance escrows                           71,484           (10,784)
         Other assets                                      (155,255)          (45,251)
         Accounts payable                                   (19,415)           14,180
         Tenant security deposit liabilities                  5,117             4,340
         Accrued taxes                                      (46,067)            7,669
         Other liabilities                                   77,152            93,407
                                                                                     
            Net cash (used in) provided by operating                                 
                activities                                  (66,349)          408,650
                                                                                     
 Cash flows from investing activities:                                               
    Property improvements and replacements                 (209,766)               --
    Deposits to restricted escrow                          (675,402)               --
    Receipts from restricted escrow                         390,498                --
                                                                                     
            Net cash used in investing activities          (494,670)               --
                                                                                     
 Cash flows from financing activities:                                               
    Loan extension costs                                    (57,878)          (29,000)
                                                                                     
            Net cash used in financing activities           (57,878)          (29,000)
                                                                                     
 Net (decrease) increase in cash                           (618,897)          379,650
                                                                                     
 Cash at beginning of period                                729,910           350,260
                                                                                     
 Cash at end of period                                   $  111,013        $  729,910
                                                                                     
 Supplemental disclosure of cash information:                                        
    Cash paid for interest                               $2,009,277        $2,557,625
                                        
                                        
<FN>
                 See Accompanying Notes to Financial Statements

</TABLE>

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. II

                          Notes to Financial Statements

                                December 31, 1995

Note A - Basis of Presentation


   On  September  30, 1995,  the Partnership  adopted the  liquidation  basis of
accounting.    Throughout  1995,  the  Managing  General  Partner  marketed  the
Partnership's properties for  sale and  sought to  refinance the  mortgage notes
payable on a long-term  basis.   These efforts were  unsuccessful, the  mortgage
notes payable matured on September 1, 1995, and the lender  indicated its intent
to  foreclose on the properties.  On December 21, 1995, the lender foreclosed on
Cumberland Plaza, located in McMinnville, Tennessee.   Subsequently, on December
26, 1995,  the lender  foreclosed on  Cunningham Place  and Hampton  Plaza, both
located in Clarksville, Tennessee.   On January 17,  1996, the lender foreclosed
on Pinecrest  Plaza,  located  in  Morehead,  Kentucky.    As a  result  of  the
foreclosures, the Partnership will be liquidated in 1996.

    As  a  result  of  the  foregoing,  the  Partnership  changed  its  basis of
accounting for  its financial statements  at September 30, 1995,  from the going
concern  basis  of   accounting  to   the  liquidation   basis  of   accounting.
Consequently, assets  have been  valued at  estimated net  realizable value  and
liabilities are  presented  at their  estimated  settlement  amounts,  including
estimated  costs associated with carrying out the liquidation.  The valuation of
assets and  liabilities necessarily requires many  estimates and assumptions and
there are substantial uncertainties in carrying out the liquidation.  The actual
realization  of assets and settlement  of liabilities  could be higher  or lower
than  amounts  indicated  and  is  based  upon  the  Managing  General Partner's
estimates as of the date of the financial statements.

    The investment  properties were  adjusted to their  estimated net realizable
value.  The net realizable value for Pinecrest was  calculated based on purchase
offers received by the Managing General Partner.   Prior to the change from  the
going  concern  basis  to  the  liquidation  basis  of  accounting,   investment
properties were stated at the lower of cost or estimated fair value.  

    The statement of net assets in liquidation as of December 31, 1995, includes
$164,849 of accrued  costs that the  Managing General Partner estimates  will be
incurred during  the period of  liquidation, based  on the  assumption that  the
liquidation  process will  be completed during  the first quarter of  1996.  The
costs include cash flow payments required to  be paid to the lender,  settlement
of outstanding liabilities, and anticipated costs to  terminate the Partnership.
Because the success  in realization of assets  and the settlement of liabilities
is based  on the  Managing  General Partner's  best estimates,  the  liquidation
period may be shorter than  projected or it may be extended beyond the projected
period.   

Note B - Adjustment to Liquidation Basis of Accounting

    At  September  30,  1995,   in  accordance  with  the  liquidation  basis of
accounting, assets  were adjusted  to their estimated net  realizable value  and
liabilities were adjusted  to their settlement amount including  estimated costs
associated with  carrying out the liquidation.   The net adjustment  required to
convert to the liquidation basis of accounting was an  increase in net assets of
$130,142.  Significant adjustments are summarized as follows:

                                                                              
                                                             Increase (Decrease)

                                                                in Net Assets   
 Adjustment from book value of investment                                  
  properties to estimated net realizable value                  $(2,307,665)
 Adjustment to record estimated liabilities                                
  associated with the liquidation (Note A)                         (151,454)
 Adjustment of debt to settlement amount                          2,927,580
 Adjustment of other assets and liabilities                        (338,319)
         Net increase in net assets                             $   130,142

 .
Note C   Organization and Significant Accounting Policies

Organization:  Brunner Companies Income Properties L.P. II (the "Partnership" or
"Registrant"), a  Delaware limited partnership, was  formed on August  26, 1988,
for  the  purpose  of acquiring  and  operating  the following  retail  centers:
Hampton Plaza,  a 189,372 square foot  retail center in  Clarksville, Tennessee;
Cunningham Place, a 149,744 square foot retail center in Clarksville, Tennessee;
Pinecrest Plaza, a 149,805 square foot retail center in Morehead, Kentucky;  and
Cumberland Plaza, a 146,951 square foot retail center in McMinnville,  Tennessee
(collectively referred to as the "Retail Centers").  The  Seller of these Retail
Centers was related to the then general partners of the Partnership.

The general partner of the Partnership is Brunner Management Limited Partnership
("General Partner").  The  General Partner is an Ohio limited partnership  whose
general partner is  104 Management, Inc. ("Managing General Partner")  and whose
limited partner is a shareholder of 104 Management, Inc. On March 5, 1993, IBGP,
Inc.,  an  affiliate of  Insignia  Brunner  L.P., acquired  a  majority  of  the
outstanding  stock of  104 Management, Inc.   IBGP, Inc. is  an indirect wholly-
owned subsidiary of Metropolitan Asset Enhancement L.P. ("MAE"), an affiliate of
Insignia Financial Group, Inc., ("Insignia"). 
As a  result of this  transaction, IBGP, Inc. effectively  controls the Managing
General Partner of the Partnership.


Note C   Organization and Significant Accounting Policies (continued)

Cash:
     Unrestricted  - Unrestricted  cash includes  cash on  hand and in banks and
money market funds.  At certain times the amount of cash deposited at a bank may
exceed the limit on insured deposits.

     Restricted  cash -  tenant  security  deposits -  The  Partnership required
security  deposits  from new  lessees  for the  duration of  the lease  and such
deposits are considered  restricted cash. Deposits are included in  the lender's
collateral and will be released to the lender upon foreclosure.

Depreciation:  Buildings and improvements  were depreciated on the straight-line
basis over estimated  useful lives of 5 to  31.5 years, tenant improvements were
depreciated  over  the terms  of the  leases  and lease  acquisition  costs were
amortized  on a  straight-line  basis over  the remaining  terms  of the  leases
through  September  30,  1995.   No  depreciation  was  recorded  subsequent  to
September 30, 1995, under the liquidation basis of accounting.

Leases:   Certain leases  of the Partnership contained  stated rental  increases
during  their term.   For these  leases with fixed rental  increases, rents were
recognized on a straight-line basis over the terms of the lease.  This straight-
line basis recognized more in rental income than was collected in 1995 and prior
years.  At September 30,  1995, deferred rent was  written off to adjust  to the
liquidation basis of accounting.

Amortization:  Loan costs were being amortized on a straight-line basis over the
lives of the loans.  At  September 30, 1995, unamortized loan costs were written
off  in the adjustment  to liquidation basis because  the Partnership determined
that these intangible assets no longer have value.

Leasing commissions were being amortized on a straight-line basis over the terms
of the  leases.   At  September 30,  1995 unamortized  leasing commissions  were
written off  in the  adjustment  to liquidation  basis because  the  Partnership
determined that these intangible assets no longer have value.
Partnership Allocations:   Taxable income or loss from operations  was allocated
98.01% to the Class A Limited Partners, .99% to the Class B Limited Partners and
1% to the General Partner.

Note C - Organization and Significant Accounting Policies (continued)

Reclassifications:

     Certain reclassifications have been made to the 1994 information to conform
to the 1995 presentation

Note D   Partnership Dissolution

Upon dissolution,  as defined  in  the partnership  agreement, the  affairs  and
business of the Partnership  shall be wound up and terminated, the Partnership's
liabilities  shall  be  discharged   and  the  liquidation  proceeds  shall   be
distributed in the following manner:

     First,  to the  payment  of debts  and  liabilities of  the Partnership
     (including  any loans  from  any partner  to  the Partnership)  and the
     payment of expenses  of the winding up of  the affairs and  business of
     the Partnership.

     Second, to  the  setting  up  of  any  reserves  (to  be  held  by  the
     Liquidation   Manager  in  an   interest-bearing  account)   which  the
     Liquidation  Manager  may   deem  necessary  or  appropriate  for   any
     contingent  or   unforeseen   liabilities   or   obligations   of   the
     Partnership; provided, however, that  at the expiration of such time as
     the Liquidation Manager deems  necessary or appropriate, the balance of
     such  reserves remaining  after payment  of such  obligations shall  be
     distributed  by the  Liquidation Manager in  the manner hereinafter set
     forth:

     The balance, if any,  of such liquidation proceeds shall be distributed
     to  the Partners  in  accordance with  the  positive balances  in their
     Capital Accounts.

     If  any  Limited Partner  shall have  a  deficit Capital  Account, the
     actual distribution  to such  Limited Partner  shall be  equal to  the
     distribution to  such Limited Partner  less the amount  of the deficit
     Capital Account balance of such Limited Partner.

     If the  Partnership  is  liquidated and  the  General Partner  has  an
     Adjusted  Capital  Account   Deficit  (after  giving  effect   to  all
     contributions,  distributions and  allocation for  all taxable  years,
     including the year  during which such  liquidation occurs), then  such
     General  Partner shall  contribute to the  capital of  the Partnership
     the amount necessary to restore the Capital Account to zero.   


Note E   Contingencies

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


Note F - Write-Down of Commercial Property

During 1994,  Cunningham Plaza experienced cash flow difficulties as a result of
a highly competitive rental market.  Accordingly, in the fourth quarter of 1994,
the Partnership recorded a valuation write-down  to reduce the carrying costs of
the assets  based on estimated  fair value.  Contributing to  the write-down was
the vacancy  of Wal-Mart during 1994,  which occupied 81,922  square feet.   The
write-down resulted  in a charge  to operations  of $391,089 for  the year ended
December 31, 1994.

Note G - Income Taxes 

The Partnership is classified as a partnership for Federal income tax  purposes.
Accordingly,  no provision for income  taxes is made in the financial statements
of the  Partnership.  Taxable income  or loss of the  Partnership is reported in
the income tax returns of its partners.

Differences between  the net  loss as reported and  Federal taxable  loss result
primarily  from  (1)  write-down of  property,  (2) depreciation  over different
methods and  lives and on  differing cost  bases of investment  properties,  (3)
change  in rental  income received in  advance, and (4) prepaid  insurance.  The
following is a reconciliation of reported net loss and Federal taxable loss:
                                                      1994   
                                                             
 Net loss as reported                             $(1,041,772) 
 Add (deduct):                                               
    Depreciation differences                           74,163
    Prepaid insurance                                  (1,154)  
    Unearned income                                     5,744
    Miscellaneous                                       9,007
    Write-down of commercial property                 391,089
                                                             
 Federal taxable loss                             $  (562,923)  
                                                             
 Federal taxable loss per limited                            
    partnership unit                              $      (.64) 

                                          
For the year ended December 31, 1995, the Federal Taxable loss was $1,598,466 or
$(1.83) per limited partnership unit.

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

       Net assets as reported                    $   88,000  
       Adjustment to liquidation basis              463,542
         Accumulated depreciation                    41,190
         Syndication                                869,740
         Other                                          771
         Net assets - Federal tax basis          $1,463,243  


Note H   Transactions with Affiliated and Certain Other Parties

The Partnership has no employees and is dependent on the Managing General 
Partner and affiliates of Insignia for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and for reimbursement of certain expenses incurred by
affiliates  on behalf of the Partnership. The following payments were made to
affiliates of Insignia in 1995 and 1994:
 
                                                              1995        1994 
                                                                             
       Property management fees                            $100,879    $142,815
       Leasing commissions                                  106,964      31,132
       Reimbursement for services of affiliates              43,404      43,404
                                                                             

Note I - Subsequent Events

  On January 17, 1996, the lender foreclosed on the Partnership's remaining
property,  Pinecrest Plaza. Throughout  1995, the Managing General Partner had
marketed the property for sale and sought to refinance the mortgage note payable
on a long-term basis. These efforts were unsuccessful, the mortgage note payable
matured September 1, 1995, and the lender indicated its intent to foreclose on
the property. In the Managing General Partner's opinion, it was not in the
Partnership's best  interest to  contest the  foreclosure  action. In 1996, the
Partnership intends to liquidate and, accordingly, pay its accrued liabilities
and liquidation costs and distribute any remaining cash to the Partners.



Item 8. Changes in and Disagreements with Accountants on Accounting and 
        Financial Disclosure

  None.

                                     PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act


 The Registrant has no officers or directors. The Managing General Partner
manages and controls the Registrant and has general responsibility and authority
in all matters affecting its business.

 The name of the directors and executive  officers of 104 Management, Inc., the
Partnership's Managing General Partner, as of December 31, 1995, their age and 
the nature of  all positions with 104 Management, Inc.  presently held by them
are set forth below.  There are no family relationships between  or among any
officers and directors.


Name                                Age                  Position

Carroll D. Vinson                   55                   President, Director

Robert D. Long, Jr.                 28                   Controller, Principal
                                                         Accounting Officer

William H. Jarrard, Jr.             49                   Vice President

John K. Lines                       36                   Secretary

Kelley M. Buechler                  38                   Assistant Secretary


Carroll  D. Vinson  has  been President  of  the Managing  General  Partner and
Metropolitan Asset  Enhancement, L.P.  ("MAE") subsidiaries  since August 1994.
Prior  to that,  during 1993  to August  1994, Mr.  Vinson was  affiliated with
Crisp, Hughes & Co. (regional CPA firm) and engaged in various other investment
and  consulting activities.    Briefly, in  early  1993, Mr.  Vinson served  as
President and  Chief Executive  Officer of Angeles Corporation,  a real  estate
investment firm.   From  1991 to 1993 Mr.  Vinson was  employed by  Insignia in
various  capacities including  Managing Director-President  during 1991.   From
1986  to  1990,  Mr.  Vinson  was  President  and  Director   of  U.S.  Shelter
Corporation,  a real estate  services company, which sold  substantially all of
its assets to Insignia in December 1990. 

Robert  D. Long,  Jr. is  Controller and  Principal  Accounting Officer  of the
Managing  General  Partner  and MAE  subsidiaries.   Prior  to  joining  MAE in
February 1994, he was an auditor for the State of Tennessee and  was associated
with the accounting firm of Harshman Lewis and Associates.  He is a graduate of
the University of Memphis.

William H. Jarrard, Jr.  is Vice President of the Managing General  Partner and
MAE  subsidiaries  and   Managing  Director  -  Partnership  Administration  of
Insignia.  During  the five years prior to joining  Insignia in 1991, he served
in a similar capacity for U.S. Shelter.  He was  previously associated with the
accounting firm,  Ernst  and Whinney,  for eleven  years.    Mr. Jarrard  is  a
graduate of the University of South Carolina and a certified public accountant.

John  K. Lines  has been  Secretary of  the Managing  General  Partner and  MAE
subsidiaries  since August 1994  and General Counsel and  Secretary of Insignia
since July 1994.   From May 1993  until June 1994, Mr.  Lines was the Assistant
General Counsel and Vice President of Ocwen Financial Corporation in West  Palm
Beach,  Florida.  From  October 1991 until April  1993, Mr. Lines  was a Senior
Attorney with  Banc One  Corporation in  Columbus, Ohio.  From  May 1984  until
October 1991,  Mr. Lines was employed  as an  associate with  Squire Sanders  &
Dempsey in Columbus, Ohio.

Kelley M. Buechler is  Assistant Secretary of the Managing General Partner  and
MAE subsidiaries  and Assistant Secretary  of Insignia.  During  the five years
prior to joining Insignia  in 1991, she served  in a similar capacity  for U.S.
Shelter.  Ms. Buechler is a graduate of the University of North Carolina.

Item 10. Executive Compensation

  None of the  directors and officers of the Managing General Partner received
any remuneration from the Registrant.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

  As of December 31, 1995, there were 856,350 Units and 8,650 units of
Subordinated Interest issued and outstanding.  The  following table sets forth
certain information, as of December 31, 1995 (except to the extent otherwise
indicated), with respect to the ownership of Units and units of Subordinated
Interest by: (i) any person or group who is known to the Partnership to be the
beneficial owner of more than 5% of either the  Units or units of Subordinated
Interest; (ii) the directors and officers of the Managing General Partner, 
naming them; and (iii) the directors and officers of the Managing General
Partner as a group.

<TABLE>
<CAPTION>

                                                 Units of Subordinated 
                                          Units (1)                Interest (1)     
                                     Amount       Percent      Amount       Percent
<S>                              <C>     <C>      <C>           <C>          <C>        
 Alexander Hamilton               106,383 (2)      12.4%            --         --
 Life Insurance Company                                               
 of America                                                           
 33045 Hamilton Blvd.                                                 
 Farmington Hills,                                                    
 Michigan 48018                                                       
                                                                      
 The Ohio Company                  52,128 (3)      6.1%             --         --
 155 East Broad Street                                                             
 Columbus, Ohio 43215                                                              
                                                                                   
 Insignia Brunner L.P.                    --           --        8,650         100%
 One Insignia Financial Plaza                                                      
 Greenville, SC 29602                                                              
                                                                                  
 All directors and officers of            --           --           --           --
    the Managing General Partner                                                   
    (5 persons) as a group                                                         

<FN>
(1)  The Limited  Partners have no  right or authority to  participate in the
     management or  control of  the Partnership  or its  business.   However,
     Limited  Partners  do  have  limited  rights to  approve  or  disapprove
     certain  fundamental Partnership matters as provided in Article 7 of the
     Partnership Agreement. Transfer  of  Units  are  subject  to  certain
     restrictions set forth in Article 9 of the Partnership Agreement.

(2)  To the best  knowledge of  the Partnership,  these Units  are held with
     sole voting and investment power (see Note (1) above).

(3)  These units are  held by The Ohio Company as Custodian under 60 separate
     custodial  arrangements.  No  single such  custodial account  holds more
     than 5% of the outstanding units.

</TABLE>


Item 12.  Certain Relationships and Related Transactions

    The General  Partner did  not receive  cash distributions  from or  with
respect to the fiscal years ended  December 31, 1995 and 1994.  For a  
description of the share of cash distributions upon dissolution, if  any, to
which the General Partner is entitled, see Note  D of the financial statements 
ncluded in  "Item 7" of this report.

    The Registrant had a property  management agreement with an affiliate of
Insignia pursuant to  which such affiliate assumed direct responsibility  for 
day-to-day  management of  the Partnership's  properties.   This service  
included the supervision  of leasing,  rent collection, maintenance, budgeting,
employment of personnel,  payment of operating  expenses, etc.  Insignia's  
affiliate received a property management  fee equal to 3% of gross revenues from
all tenants plus bonus fees based on  cash-flow performance. During the twelve
months ended December 31, 1995 and 1994, an affiliate of Insignia received 
$100,879 and $142,815 in fees for property management, respectively.

     Section 6.4 of the Partnership  Agreement provided that  the Partnership
shall reimburse the General Partner and its affiliates for all out-of-pocket 
costs and expenses incurred by the General Partner and its affiliates in
connection with the operation of the Partnership's business,  including, 
without limitation, legal and accounting  fees and cost of  other 
administrative services performed  by them for the benefit of the Partnership;
provided that any such reimbursement shall be in an amount  equal to the lesser
of the General Partner's  or affiliates' actual cost with  respect thereto the 
amount which the Partnership would  be required to pay to  an independent  
person for comparable  services  in the  same  geographic location; and further
provided that no reimbursement is permitted with respect to, among  other 
things,  salaries,  fringe  benefits,  travel  expenses  and  other 
administrative  items  incurred or  allocated  to any  controlling persons of
the General Partner or any affiliate.

     See  Note  H of  the  Financial  Statements  for  further discussion of
transactions with related parties and certain other parties.


Item 13. Exhibits and Reports on Form 8-K

    (a) Exhibits:  See Exhibit Index contained herein.

    (b) Reports on Form 8-K filed during the fourth quarter of 1995:  

        A Form 8-K dated December 21,  1995, was filed reporting the
        disposition of the Cumberland Plaza, Cunningham Plaza, and Hampton
        Plaza Shopping Centers.
    

                                    SIGNATURES

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


                           BRUNNER COMPANIES INCOME PROPERTIES L.P. II,
                            A Delaware Limited Partnership

                           By:   Brunner Management Limited
                                 Partnership, an Ohio Limited Partnership, its
                                 General Partner

                           By:   104 Management, Inc., an Ohio corporation,
                                 its General Partner


                           By:   /s/ Carroll D. Vinson                   
                                 Carroll D. Vinson
                                 President


                           Date:  March 12, 1996 


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



/s/ Carroll D. Vinson            President                 March 12, 1996
Carroll D. Vinson




/s/ Robert D. Long, Jr.          Controller and Principal  March 12, 1996
Robert D. Long, Jr.              Accounting Officer



                                 INDEX OF EXHIBITS

Exhibit                                                                   
  No.    Description                                                        


3.1    Partnership Agreement of  Brunner Companies Income  Properties L.P.
       II (the "Partnership"); incorporated by reference to Exhibit 3.1 to
       Form 10-K for the fiscal year ended December 31, 1988

3.2    Certificate   of   Limited   Partnership   for   the   Partnership;
       incorporated by reference to  Exhibit 3.2 to Registration Statement
       No. 33-24334 on Form S-11

4.1    Form  of Class  A  Limited Partnership  Interest  Unit Certificate;
       incorporated by reference to Exhibit 3.1 to Pre-effective Amendment
       No. 2 to Registration Statement No. 33-24334 on Form S-11
        
4.2    Form  of Class  B  Limited Partnership  Interest  Unit Certificate;
       incorporated by reference to Exhibit 3.1 to Pre-effective Amendment
       No. 2 to Registration Statement No. 33-24334 on Form S-11
        
10.1   Purchase Agreement for Hampton  Plaza; incorporated by reference to
       Exhibit 10.1 to Form  10-K for the  fiscal year ended December  31,
       1988

10.2   Amendment to  Real Property  Purchase Agreement for  Hampton Plaza,
       dated December 20, 1989; incorporated by  reference to Exhibit 10.2
       to Form 10-K for fiscal year ended December 31, 1989

10.3   Purchase Agreement for Cunningham Place; incorporated  by reference
       to Exhibit 10.2 to Form 10-K for the fiscal year ended December 31,
       1988

10.4   Amendment to Real Property Purchase Agreement for Cunningham Place,
       dated December 20, 1989;  incorporated by reference to Exhibit 10.4
       to Form 10-K for fiscal year ended December 31, 1989
        
10.5   Purchase Agreement  for Pinecrest Plaza;  incorporated by reference
       to  Exhibit 10.3 to  Form 10-K for  fiscal year ended  December 31,
       1988

10.6   Amendment to Real Property  Purchase Agreement for Pinecrest Plaza,
       dated December  20, 1989; incorporated by reference to Exhibit 10.6
       to Form 10-K for the fiscal year ended December 31, 1989

10.7   Purchase Agreement for Cumberland Plaza; incorporated by  reference
       to  Exhibit 10.4 to  Form 10-K  for fiscal year  ended December 31,
       1988

10.8   Rent   Guarantee  Agreement   between  Tennessee   &  Associates-VI
       (McMinnville)  and the  Partnership with  respect to  Otasco, Inc.;
       incorporated  by reference  to Exhibit  10.5 to  Form 10-K  for the
       fiscal year ended December 31, 1988

10.9   Rent   Guarantee  Agreement   between  Tennessee   &  Associates-VI
       (McMinnville)  and  the  Partnership  with  respect  to  Washington
       Manufacturing Company; incorporated by reference to Exhibit 10.6 to
       Form 10-K for the fiscal year ended December 31, 1988

10.10  Amended  and  Restated  Management  Agreement  for  Hampton  Plaza;
       incorporated by reference  to Exhibit  10.15 to Form  10-K for  the
       fiscal year ended December 31, 1988

10.11  Amended and  Restated Management  Agreement for  Cunningham  Place;
       incorporated by reference  to Exhibit  10.16 to Form  10-K for  the
       fiscal year ended December 31, 1988

10.12  Amended  and Restated  Management  Agreement for  Pinecrest  Plaza;
       incorporated by reference  to Exhibit  10.17 to Form  10-K for  the
       fiscal year ended December 31, 1988

10.13  Amended  and  Restate  Management Agreement  for  Cumberland Plaza;
       incorporated by reference  to Exhibit  10.18 to Form  10-K for  the
       fiscal year ended December 31, 1988

10.14  Management  Agreement  for Hampton  Plaza  with  Conroy, Marable  &
       Holleman;  incorporated by reference to  Exhibit 10.14 to Form 10-K
       for fiscal year ended December 31, 1990

10.15  Management Agreement  for Cunningham  Place with Conroy,  Marable &
       Holleman; incorporated by reference  to Exhibit 10.15 to Form  10-K
       for fiscal year ended December 31, 1990

10.16  Management Agreement  for  Pinecrest Plaza  with Lane  Consultants,
       Inc.; incorporated by  reference to Exhibit 10.16 to Form  10-K for
       fiscal year ended December 31, 1990 

10.17  Management  Agreement for  Cumberland  Plaza with  Tatum  & Cullom,
       Inc.; incorporated by  reference to Exhibit 10.17 to Form  10-K for
       fiscal year ended December 31, 1990

10.18  Hampton  Plaza Lease  with Wal-Mart  Stores, Inc.;  incorporated by
       reference to  Exhibit 10.10 to Registration  Statement No. 33-24334
       on Form S-11

10.19  Hampton Plaza  Lease with Frank's Nursery  and Crafts; incorporated
       by  reference to Exhibit  10.11 to  Registration Statement  No. 33-
       24334 on Form S-11

10.20  Hampton   Plaza   Lease   with  Goody's   Family   Clothing,  Inc.;
       incorporated  by  reference  to   Exhibit  10.12  to   Registration
       Statement No. 33-24334 on Form S-11

10.21  Cunningham Place Lease with  Wal-Mart Stores, Inc.; incorporated by
       reference to  Exhibit 10.13 to Registration  Statement No. 33-24334
       on Form S-11

10.22  Cunningham  Place Lease with Winn-Dixie;  incorporated by reference
       to  Exhibit 10.14 to Registration Statement No. 33-24334 on Form S-
       11

10.23  Pinecrest Plaza  Lease with Wal-Mart Stores,  Inc.; incorporated by
       reference to  Exhibit 10.15 to Registration  Statement No. 33-24334
       on Form S-11

10.24  Pinecrest Lease with Goody's Family Clothing, Inc.; incorporated by
       reference to  Exhibit 10.16 to Registration  Statement No. 33-24334
       on Form S-11
        
10.25  Pinecrest Plaza Lease with Blakeman Restaurant Services, Inc. d/b/a
       Hardee's restaurant; incorporated by  reference to Exhibit 10.17 to
       Registration Statement No. 33-24334 on Form S-11

10.26  Pinecrest  Plaza  Lease  with  Food  Lion,  Inc.;  incorporated  by
       reference to Exhibit 19.7 to Form 10-Q for the fiscal quarter ended
       September 30, 1989

10.27  Cumberland Plaza Lease with  Wal-Mart Stores, Inc.; incorporated by
       reference to  Exhibit 10.19 to Registration  Statement No. 33-24334
       on Form S-11

10.28  Cumberland  Plaza  Lease  with  Food Lion,  Inc.;  incorporated  by
       reference to  Exhibit 10.20 to Registration  Statement No. 33-24334
       on Form S-11

10.29  Cumberland Plaza  Ground Lease with Carrie  Wilson; incorporated by
       reference to  Exhibit 10.22 to Registration  Statement No. 33-24334
       on Form S-11

10.30  Loan Application with Aetna Casualty & Surety Company; incorporated
       by reference to Exhibit 10.9 to Registration Statement No. 33-24334
       on Form S-11

10.31  Supplemental  Letter  of  Aetna  Casualty &  Surety  Company  dated
       September 12, 1988;  incorporated by reference to  Exhibit 10.24 to
       Pre-effective  Amendment No.  2 to  Registration Statement  No. 33-
       24334 on Form S-11

10.32  Supplemental  Letter  of  Aetna  Casualty &  Surety  Company  dated
       October 14,  1988; incorporated  by reference  to Exhibit  10.25 to
       Pre-effective  Amendment No.  2 to  Registration Statement  No. 33-
       24334 on Form S-11

10.33  Supplemental  Letter  of  Aetna  Casualty &  Surety  Company  dated
       October 26, 1988;  incorporated by  reference to  Exhibit 10.26  to
       Pre-effective  Amendment No.  2 to  Registration Statement  No. 33-
       24334 on Form S-11

10.34  Promissory Note  secured by a Deed  of Trust on  Hampton Plaza with
       Aetna Life Insurance Company as Payee; incorporated by reference to
       Exhibit 10.36 to Form 10-K for fiscal year ended December 31, 1988

10.35  Promissory Note secured by a Deed of Trust on Cunningham Place with
       Aetna Life Insurance Company as Payee; incorporated by reference to
       Exhibit 10.37 to Form 10-K for fiscal year ended December 31, 1988

10.36  Promissory  Note secured  by a  Mortgage  on Pinecrest  Plaza, with
       Aetna Life Insurance Company as Payee; incorporated by reference to
       Exhibit 10.38 to  Form 10-K for the fiscal  year ended December 31,
       1988

10.37  Promissory Note secured by a Deed of Trust on Cumberland Plaza with
       Aetna Life Insurance Company as Payee; incorporated by reference to
       Exhibit  10.39 to Form 10-K for  the fiscal year ended December 31,
       1988

10.38  Deed  of Trust,  Assignment  of Rents  and  Security Agreement  for
       Hampton Plaza to a Trustee for the benefit of Aetna Life  Insurance
       Company; incorporated by  reference to Exhibit  10.40 to Form  10-K
       for the fiscal year ended December 31, 1988

10.39  Deed  of  Trust, Assignment  of  Rents and  Security  Agreement for
       Cunningham  Place  to  a  Trustee for  the  benefit  of Aetna  Life
       Insurance Company;  incorporated by  reference to Exhibit  10.41 to
       Form 10-K for the fiscal year ended December 31, 1988

10.40  Mortgage, Assignment of Rents  and Security Agreement for Pinecrest
       Plaza to Aetna Life Insurance Company; incorporated by reference to
       Exhibit 10.42 to  Form 10-K for the fiscal year  ended December 31,
       1988

10.41  Deed  of Trust,  Assignment  of Rents  and  Security Agreement  for
       Cumberland  Plaza  to  a  Trustee for  the  benefit  of Aetna  Life
       Insurance Company;  incorporated by  reference to Exhibit  10.43 to
       Form 10-K for the fiscal year ended December 31, 1988

10.42  Assignment  of Rents  and Leases  for Hampton  Plaza to  Aetna Life
       Insurance Company;  incorporated by  reference to Exhibit  10.44 to
       Form 10-K for the fiscal year ended December 31, 1988

10.43  Assignment of Rents  and Leases for Cunningham Place to  Aetna Life
       Insurance Company;  incorporated by  reference to Exhibit  10.45 to
       Form 10-K for the fiscal year ended December 31, 1988
        
10.44  Assignment  of Rents and  Leases for Pinecrest Plaza  to Aetna Life
       Insurance Company;  incorporated by  reference to Exhibit  10.46 to
       Form 10-K for the fiscal year ended December 31, 1988

10.45  Assignment of Rents  and Leases for Cumberland Plaza to  Aetna Life
       Insurance Company;  incorporated by  reference to Exhibit  10.47 to
       Form 10-K for the fiscal year ended December 31, 1988

10.46  Assumption  Agreement   for   Hampton  Plaza   among  Tennessee   &
       Associates-I, the  Partnership and  Aetna Life  Insurance  Company;
       incorporated by reference  to Exhibit  10.48 to Form  10-K for  the
       fiscal year ended December 31, 1988

10.47  Assumption   Agreement  for  Cunningham  Place  among  Tennessee  &
       Associates-II, the Partnership  and Aetna  Life Insurance  Company;
       incorporated by reference  to Exhibit  10.49 to Form  10-K for  the
       fiscal year ended December 31, 1988

10.48  Assumption  Agreement   for  Pinecrest  Plaza  among   Tennessee  &
       Associates-III, the Partnership  and Aetna Life  Insurance Company;
       incorporated by reference  to Exhibit  10.50 to Form  10-K for  the
       fiscal year ended December 31, 1988
        
10.49  Assumption  Agreement  for  Cumberland  Plaza  among  Tennessee   &
       Associates-VI, the  Partnership and  Aetna Life  Insurance Company;
       incorporated by reference  to Exhibit  10.51 to Form  10-K for  the
       fiscal year ended December 31, 1988

10.50  Cumberland Plaza Sub-Ground Lease  with Tennessee &  Associates-VI;
       incorporated by reference  to Exhibit  10.31 to Form  10-K for  the
       fiscal year ended December 31, 1988

10.51  Notice  of Intent to Terminate  Ground Lease and Sublease Agreement
       of  Tennessee   &  Associates-VI  (McMinnville)("T&A-VI")   to  the
       Partnership  with  respect  to  Outparcel  2  at  Cumberland  Plaza
       ("Outparcel 2"); incorporated by reference to Exhibit 19.1  to Form
       10-Q for the fiscal quarter ended June 30, 1989

10.52  Lease Agreement ("Taco Bell Lease") with Gerald Bowen and Ronald P.
       Mayes  with  respect to  Outparcel  2 (see  Exhibit "C"  to Exhibit
       10.47)

10.53  Assignment and Assumption of Lease with respect to Taco Bell Lease;
       incorporated  by reference  to Exhibit  19.3 to  Form 10-Q  for the
       fiscal quarter ended June 30, 1989

10.54  Promissory  Note ("IFCO  Note")  of T&A-VI  in  favor of  Investors
       Finance Co. (see Exhibit "H" to Exhibit 10.47)
        
10.55  Collateral  Assignment of Rents and Lease with respect to IFCO Note
       and Taco Bell  Lease; incorporated by reference to Exhibit  19.5 to
       Form 10-Q for the fiscal quarter ended June 30, 1989

10.56  Assumption  Agreement with  respect to  IFCO Note;  incorporated by
       reference to Exhibit 19.6 to Form 10-Q for the fiscal quarter ended
       June 30, 1989

10.57  Termination of Ground Lease and Sub-Lease Agreement with respect to
       Outparcel 2; incorporated by reference to Exhibit 19.7 to Form 10-Q
       for the fiscal quarter ended June 30, 1989

10.58  Commitment Letters of Aetna Life Insurance  Company with respect to
       financing for Outparcel 2 (see Exhibit "G" to Exhibit 10.47)

10.59  Modification Agreement dated June  5, 1989, between the Partnership
       and  Aetna  Life  Insurance   Company  ("Aetna")  with  respect  to
       promissory note, deed  of trust and assignment of rents  and leases
       for Hampton  Plaza; incorporated  by reference to  Exhibit 19.9  to
       Form 10-Q for the fiscal quarter ended June 30, 1989

10.60  Modification Agreement dated June  5, 1989, between the Partnership
       and  Aetna with  respect  to promissory  note,  deed of  trust  and
       assignment of  rents and leases for  Cunningham Place; incorporated
       by  reference to Exhibit 19.10 to  Form 10-Q for the fiscal quarter
       ended June 30, 1989

10.61  Modification Agreement dated June  5, 1989, between the Partnership
       and Aetna with respect to promissory  note, mortgage and assignment
       of rents and leases for Pinecrest Plaza; incorporated  by reference
       to Exhibit 19.11 to Form 10-Q for the fiscal quarter ended June 30,
       1989 

10.62  Modification Agreement  dated June 5, 1989  between the Partnership
       and  Aetna with  respect  to promissory  note,  deed of  trust  and
       assignment of  rents and leases for  Cumberland Plaza; incorporated
       by reference to  Exhibit 19.12 to Form 10-Q  for the fiscal quarter
       ended June 30, 1989

10.63  Pinecrest  Plaza  Ground  Lease  with Tennessee  &  Associates-III;
       incorporated by reference  to Exhibit  10.27 to Form  10-K for  the
       fiscal year ended December 31, 1988

10.64  Commitment Letter by  Aetna Life Insurance Company with  respect to
       increase in loan  amount for Pinecrest Plaza with regard  to parcel
       ground   leased   to   Tennessee  &   Associates-III   ("T&A-III");
       incorporated  by reference  to Exhibit  19.1 to  Form 10-Q  for the
       fiscal quarter ended September 30, 1989

10.65  Mortgage Note, dated  October 6, 1989, between  T&A-III (Maker) and
       BancOhio National Bank (Payee)  for $750,000 with regard  to parcel
       ground leased to T&A-III; incorporated by reference to Exhibit 19.2
       to Form 10-Q for the fiscal quarter ended September 30, 1989

10.66  Mortgage, Assignment of Rents and Security Agreement, dated October
       6,  1989, between  T&A-III (Mortgagor)  and BancOhio  National Bank
       (Mortgagee); incorporated by reference to Exhibit 19.3 to Form 10-Q
       for the fiscal quarter ended September 30, 1989

10.67  Loan  Agreement, dated  October 6,  1989 between  BancOhio National
       Bank (Lender) and T&A-III  (Borrower): incorporated by reference to
       Exhibit  19.4 to Form  10-Q for the fiscal  quarter ended September
       30,1988

10.68  Tri-Party  Agreement,  dated  October  6, 1989,  among  Aetna  Life
       Insurance   Company,   T&A-III,   and   BancOhio   National   Bank;
       incorporated  by reference  to Exhibit  19.5 to  Form 10-Q  for the
       fiscal quarter ended September 30, 1989
        
10.69  Aetna Subordination Agreement, made October 10, 1989, by Aetna Life
       Insurance Company; incorporated herein by reference to Exhibit 19.6
       to Form 10-Q for the fiscal quarter ended September 30, 1989

10.70  Notice  of Intent to  Terminate Ground  Lease for  Pinecrest Plaza,
       dated  December  19, 1989,  between  the  Partnership and  T&A-III;
       incorporated  by reference to Exhibit 10.66 to Form 10-K for fiscal
       year ended December 31, 1989

10.71  Assignment and Assumption of Lease for Food Lion lease at Pinecrest
       Plaza,  dated December 19,  1989, between the  Partnership and T&A-
       III;  incorporated by reference  to Exhibit 10.67 to  Form 10-K for
       fiscal year ended December 31, 1989

10.72  Termination of Ground Lease for Pinecrest Plaza, dated December 19,
       1989,  between  the   Partnership  and  T&A-III;  incorporated   by
       reference  to  Exhibit 10.68  to  Form 10-K  for fiscal  year ended
       December 31, 1989

10.73  Modification  Agreement  dated  December   14,  1989,  between  the
       Partnership  and Aetna  with respect  to  promissory note,  deed of
       trust  and  assignment  of  rents  and leases  for  Hampton  Plaza;
       incorporated  by reference to Exhibit 10.69 to Form 10-K for fiscal
       year ended December 31, 1989

10.74  Modification  Agreement  dated  December  14,  1989,  between   the
       Partnership and  Aetna with  respect to  promissory note,  deed  of
       trust  and  assignment of  rents and  leases for  Cunningham Place;
       incorporated  by reference to Exhibit 10.70 to Form 10-K for fiscal
       year ended December 31, 1989

10.75  Modification  Agreement  dated  December   14,  1989,  between  the
       Partnership and  Aetna  with respect  to promissory  note, deed  of
       trust  and assignment  of  rents and  leases  for Pinecrest  Plaza;
       incorporated  by reference to Exhibit 10.71 to Form 10-K for fiscal
       year ended December 31, 1989
 
10.76  Modification  Agreement  dated  December  14,  1989,   between  the
       Partnership  and Aetna  with respect  to  promissory note,  deed of
       trust  and assignment  of rents  and leases  for  Cumberland Plaza;
       incorporated  by reference to Exhibit 10.72 to Form 10-K for fiscal
       year ended December 31, 1989
 
10.77  Release of Mortgage, Assignment of Rents and Security Agreement for
       ground  leased parcel,  dated December  13, 1989,  between BancOhio
       National  Bank and  T&A-III; incorporated  by reference  to Exhibit
       10.73 to Form 10-K for fiscal year ended December 31, 1989
        
10.78  Memorandum  of Deal  Terms  for Restructure  of  Rent Guaranty  and
       Related  Obligations  dated  March   1,  1991,  among  Tennessee  &
       Associates - I, Tennessee & Associates - II, Tennessee & Associates
       -  III,  Tennessee &  Associates  -  VI,  Dayton  Partners  Limited
       Partnership,   Dayton  Partners,   J.  Brett   Hutchens,   and  the
       Partnership; incorporated by reference to Exhibit 10.78 to Form 10-
       K for fiscal year ended December 31, 1990

10.79  Advisory Agreement  made as  of September  1, 1991 between  Brunner
       Companies Income Properties  LP II and Insignia  GP Corporation and
       Insignia  Financial  Group,  Inc.;  incorporated  by  reference  to
       Exhibit  19.1 to Form  10-Q for fiscal quarter  ended September 30,
       1991

10.80  First Amendment to Advisory  Agreement changing effective date from
       September  1, 1991 to October 1, 1991; incorporated by reference to
       Exhibit  19.2 to Form  10-Q for fiscal quarter  ended September 30,
       1991

10.81  Transfer  Agent   Agreement   between  Brunner   Companies   Income
       Properties LP II and Insignia GP Corp. incorporated by reference to
       Exhibit 10.81 to Form 10-K for fiscal year ended December 31, 1991

10.82  Management Agreement for Cumberland  Plaza with Insignia Management
       Group  LP incorporated by  reference to Exhibit 10.82  to Form 10-K
       for fiscal year ended December 31, 1991

10.83  Management Agreement for Cunningham Place  with Insignia Management
       Group  LP incorporated by  reference to Exhibit 10.83  to Form 10-K
       for fiscal year ended December 31, 1991

10.84  Management  Agreement for  Hampton Plaza  with  Insignia Management
       Group  LP incorporated by  reference to Exhibit 10.84  to Form 10-K
       for fiscal year ended December 31, 1991

10.85  Management Agreement for Pinecrest  Plaza with Insignia  Management
       Group  LP incorporated by  reference to Exhibit 10.85  to Form 10-K
       for fiscal year ended December 31, 1991

10.86  Restructure of  Rent  Guarantee and  Related Obligations  Agreement
       among  Tennessee &  Associates -  I, Tennessee  & Associates  - II,
       Tennessee  & Associates  -III,  Tennessee &  Associates  VI, Dayton
       Partners Limited Partnership, Dayton  Partners, J. Brett  Hutchens,
       and  the Partnership incorporated by  reference to Exhibit 10.86 to
       Form 10-K for fiscal year ended December 31, 1991

10.87  Closing Agreement dated October 16, 1992 showing the acquisition of
       a  majority of  the outstanding  stock of  104 Management,  Inc. by
       IBGP, Inc. incorporated by reference to Exhibit 2 to Form 8-K dated
       March 5, 1993
        
16.1   Letter   from  the   Registrant's  former   independent  accountant
       regarding  its   concurrence  with  the  statements   made  by  the
       Registrant is incorporated  by reference to the  exhibit filed with
       Form 8-K dated January 12, 1993

27     Financial Data Schedule

99.1   Trustee's Deed recording transfer of title for Cumberland Plaza 
       Shopping Center from Brunner Companies Income Properties L.P. II, a
       Delaware Limited Partnership, to Aetna Life Insurance Company dated
       December 21, 1995.

99.2   Trustee's Deed recording transfer of title for Cunningham Place 
       Shopping Center from Brunner Companies Income Properties L.P. II, a
       Delaware Limited Partnership, to Aetna Life Insurance Company dated
       December 26, 1995.

99.3   Trustee's  Deed  recording  transfer  of title  for  Hampton  Plaza
       Shopping Center from Brunner Companies Income Properties L.P. II, a
       Delaware Limited Partnership, to Aetna Life Insurance Company dated
       December 26, 1995.