<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        For the Quarter Ended June 30, 2005          Commission File No. 0-16701

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

            MICHIGAN                                            38-2702802
(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                           identification number)

                  280 DAINES STREET, BIRMINGHAM, MICHIGAN 48009
               (Address of principal executive offices) (Zip Code)

                                 (248) 645-9261
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(g) of the Act:
         units of beneficial assignments of limited partnership interest

      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-Q or any amendment to this
Form 10-Q [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                                 Yes [ ]  No [X]

<PAGE>

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

                                      INDEX

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
PART I              FINANCIAL INFORMATION

  ITEM 1.         FINANCIAL STATEMENTS

                  Balance Sheets
                  June 30, 2005 (Unaudited) and
                  December 31, 2004                                              3

                  Statements of Operations Six month ended June 30, 2005 and
                  2004 Three months ended June 30, 2005
                  and 2004 (Unaudited)                                           4

                  Statement of Partners Equity
                  Six months ended June 30, 2005(Unaudited)                      4

                  Statements of Cash Flows
                  Six month ended June 30, 2005 and 2004 (Unaudited)             5




                  Notes to Financial Statements
                  June 30, 2005 (Unaudited)                                      6

  ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS
                  OF OPERATIONS                                                  7

  ITEM 3.         QUANTITATIVE AND QUALITATIVE
                  DISCLOSURES ABOUT MARKET RISK                                  9

  ITEM 4.         CONTROLS AND PROCEDURES                                       10

PART II           OTHER INFORMATION
                  ITEM 6. EXHIBITS                                              11
</TABLE>

<PAGE>

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS                                            JUNE 30, 2005         DECEMBER 31, 2004
                                                  -------------         -----------------
                                                   (Unaudited)
<S>                                               <C>                   <C>
Properties:
  Land                                             $11,666,645             $11,666,645
  Buildings And Improvements                        52,368,806              52,136,962
  Furniture And Fixtures                               657,334                 651,482
                                                   -----------             -----------
                                                    64,692,785              64,455,089

  Less Accumulated Depreciation                    (30,099,457)            (29,164,191)
                                                   -----------             -----------
                                                    34,593,328              35,290,898

Cash And Cash Equivalents                              799,818               2,017,513
Unamortized Finance Costs                              484,530                 494,988
 Manufactured Homes and Improvements                 1,775,127               1,131,572
Other Assets                                         1,734,058               1,814,430
                                                   -----------             -----------

Total Assets                                       $39,386,861             $40,749,401
                                                   -----------             -----------
</TABLE>

<TABLE>
<CAPTION>
LIABILITIES & PARTNERS EQUITY                     JUNE 30, 2005         DECEMBER 31, 2004
                                                  -------------         -----------------
                                                   (UNAUDITED)
<S>                                               <C>                   <C>
 Accounts Payable                                 $     153,311            $   412,513
 Other Liabilities                                      832,507                613,116
 Notes Payable                                       27,084,082             27,340,304
                                                  -------------            -----------

Total Liabilities                                    28,069,900             28,365,933

Partners' Equity:
  General Partner                                       360,006                355,475
   Unit Holders                                      10,956,955             12,027,993
                                                  -------------            -----------

Total Partners' Equity                               11,316,961             12,383,468
                                                  -------------            -----------

Total Liabilities And
  Partners' Equity                                $  39,386,861            $40,749,401
                                                  -------------            -----------
</TABLE>

                        See Notes to Financial Statements

                                        3

<PAGE>

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED                THREE MONTHS ENDED
                                                              JUNE 30, 2005  JUNE 30, 2004    JUNE 30,2005  JUNE 30, 2004
                                                              -------------  -------------    ------------  -------------
                                                               (unaudited)    (unaudited)      (unaudited)   (unaudited)
<S>                                                           <C>            <C>              <C>           <C>
Income:
  Rental Income                                                $ 5,090,414    $ 5,652,293       2,522,677      2,819,895
  Other                                                            386,764        383,881         200,627        220,835
   Home Sale Income                                                754,906        411,045         476,740        193,425
                                                               -----------    -----------      ----------    -----------

Total Income                                                   $ 6,232,084    $ 6,447,219       3,200,044      3,234,155
                                                               -----------    -----------      ----------    -----------

Operating Expenses:
  Administrative Expenses
   (Including $271,706, $299,499, $135,005 and $151,004,
     in Property Management Fees Paid to an Affiliate for
     the Six and Three Month Period Ended
     June 30, 2005 and 2004, respectively)                       1,588,073      1,701,371         754,938        816,639
  Property Taxes                                                   549,954        556,835         274,884        278,262
  Utilities                                                        339,417        356,910         170,689        174,037
  Property Operations                                              734,259        754,939         356,780        392,643
  Depreciation And Amortization                                    945,723        909,480         472,837        455,354
  Interest                                                         872,847        893,485         438,543        446,557
  Home Sale Expense                                                748,760        412,650         458,262        186,259
                                                               -----------    -----------      ----------    -----------

Total Operating Expenses                                       $ 5,779,033    $ 5,585,670      $2,926,933    $ 2,749,751
                                                               -----------    -----------      ----------    -----------

Net Income                                                     $   453,051    $   861,549      $  273,111    $   484,404
                                                               -----------    -----------      ----------    -----------

Income Per Unit:                                                      0.13           0.26            0.08           0.15

Distribution Per Unit:                                                0.46           0.46            0.23           0.23

Weighted Average Number Of Units
 Of Beneficial Assignment Of Limited Partnership
 Interest Outstanding
                                                                 3,303,387      3,303,387       3,303,387      3,303,387
</TABLE>

STATEMENT OF PARTNERS' EQUITY (UNAUDITED)

<TABLE>
<CAPTION>
                                                             General Partner  Unit Holders        Total
                                                             ---------------  ------------     -----------
<S>                                                          <C>              <C>              <C>
Balance, January 1, 2005                                       $   355,475    $ 12,027,993     $12,383,468
Distributions                                                            0      (1,519,558)    ($1,519,558)
Net Income                                                           4,531         448,520     $   453,051
                                                               -----------    ------------     -----------
Balance as of June 30, 2005                                    $   360,006    $ 10,956,955     $11,316,961
                                                               -----------    ------------     -----------
</TABLE>

                        See Notes to Financial Statements

                                        4

<PAGE>

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED
                                                                 June 30, 2005    June 30, 2004
                                                                 -------------    -------------
                                                                  (Unaudited)      (Unaudited)
<S>                                                              <C>              <C>
Cash Flows From Operating Activities:
  Net Income                                                      $   453,051      $   861,549
                                                                  -----------      -----------

Adjustments To Reconcile Net Income
 To Net Cash Provided By
  Operating Activities:
  Depreciation                                                        935,265          899,022
  Amortization                                                         10,458           10,458
 Increase in Manufactured Homes and Improvements                     (643,555)        (259,076)
 Decrease In Other Assets                                              80,372           87,554
  Decrease  In Accounts Payable                                      (259,202)        (102,943)
 Increase In Other Liabilities                                        219,391          234,107
                                                                  -----------      -----------

Total Adjustments                                                     342,729          869,122
                                                                  -----------      -----------

    Net Cash Provided By
      Operating Activities                                            795,780        1,730,671
                                                                  -----------      -----------

Cash Flows From Investing Activities:
  Capital Expenditures                                               (237,695)        (200,756)
                                                                  -----------      -----------

Cash Flows From Financing Activities:
  Distributions To Partners                                        (1,519,558)      (1,519,557)
   Payment On Mortgage                                               (256,222)        (235,600)
                                                                  -----------      -----------

Net Cash Used In
  Financing Activities                                             (1,775,780)      (1,755,157)
                                                                  -----------      -----------

Decrease In Cash and Equivalents                                   (1,217,695)        (225,242)
Cash and Equivalents, Beginning                                     2,017,513        2,652,394
                                                                  -----------      -----------

Cash and Equivalents, Ending                                      $   799,818      $ 2,427,152
                                                                  -----------      -----------
</TABLE>

                        See Notes to Financial Statements

                                        5

<PAGE>

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                            June 30, 2005 (Unaudited)

1.    BASIS OF PRESENTATION:

The accompanying unaudited 2005 financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The balance sheet at December 31, 2004 has been derived from the
audited financial statements at that date. Operating results for the six months
ended June 30, 2005 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2005, or for any other interim period.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Partnership's Form 10-K for the year ended
December 31, 2004.

ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Resources

The Partnership's capital resources consist primarily of its nine manufactured
home communities. On August 20, 1998, the Partnership refinanced seven of its
nine properties with GMAC Commercial Mortgage Corporation (the "Refinancing").

                                      -6-

<PAGE>

Liquidity

As a result of the Refinancing, seven of the Partnership's nine properties are
mortgaged. At the time of the Refinancing, the aggregate principal amount due
under the seven mortgage notes was $30,000,000 and the aggregate fair market
value of the Partnership's mortgaged properties was $66,000,000. The Partnership
expects to meet its short-term liquidity needs generally through its working
capital provided by operating activities.

Partnership's liquidity is based, in part, upon its investment strategy. Upon
acquisition, the Partnership anticipated owning the properties for seven to ten
years. All of the properties have been owned by the Partnership for more than
ten years. The General Partner may elect to have the Partnership own the
properties for as long as, in the opinion of the General Partner, it is in the
best interest of the Partnership to do so.

The General Partner has decided to distribute $759,779, or $.23 per unit, to the
unit holders for the quarter ended June 30, 2005. The General Partner will
continue to monitor cash flow generated by the Partnership's nine properties
during the coming quarters. If cash flow generated is greater or lesser than the
amount needed to maintain the current distribution level, the General Partner
may elect to reduce or increase the level of future distributions paid to Unit
Holders.

As of June 30, 2005, the Partnership's cash balance amounted to $799,818. The
level of cash balance maintained is at the discretion of the General Partners.

Results of Operations

Overall, as illustrated in the following table, the Partnership's nine
properties reported combined occupancy of 64% at the end of June 2005, versus
72% for June 2004. The average monthly homesite rent as of June 30, 2005 was
approximately $408, versus $404 in June 2004.

<TABLE>
<CAPTION>
                          TOTAL          OCCUPIED         OCCUPANCY          AVERAGE*
                         CAPACITY         SITES             RATE               RENT
<S>                      <C>             <C>              <C>                <C>
Ardmor Village              339             242               71%              $422
Camelot Manor               335             195               58%               373
Country Roads               312             173               56%               286
Dutch Hills                 278             197               71%               386
El Adobe                    367             230               63%               447
Paradise Village            614             292               48%               343
Stonegate Manor             308             194               63%               382
Sunshine Village            356             297               83%               534
West Valley                 421             314               75%               499
                          -----           -----             ----               ----
TOTAL ON 6/30/05:         3,330           2,134               64%              $408
TOTAL ON 6/30/04:         3,330           2,411               72%              $404
</TABLE>

*NOT A WEIGHTED AVERAGE

                                      -7-

<PAGE>

<TABLE>
<CAPTION>
                                    GROSS REVENUES            NET INCOME             GROSS REVENUES               NET INCOME
                                 6/30/05     6/30/04     6/30/05      6/30/04     6/30/05      6/30/04      6/30/05     6/30/04
                                               three months ended                                six months ended
<S>                            <C>         <C>         <C>          <C>         <C>          <C>          <C>          <C>
Ardmor Village                 $   421,073 $   414,656 $  169,841   $  214,757  $   807,076  $  780,537   $  331,625   $  417,902
Camelot Manor                      220,707     272,202     85,822      138,348      468,909     611,138      186,867      295,363
Country Roads                      155,175     207,985     48,850       45,048      362,067     406,932      122,362      114,391
Dutch Hills                        232,731     274,573    111,354      150,106      477,621     574,900      235,980      269,340
El Adobe                           335,271     375,432    162,748      241,227      702,030     730,455      326,035      416,138
Paradise Village                   343,525     368,265    138,562      114,404      660,621     777,491      233,214      221,633
Stonegate Manor                    221,361     294,506     89,126       84,660      478,695     593,276      181,326      212,708
Sunshine Village                   596,705     514,177    303,363      271,819    1,038,471     971,464      548,401      536,774
West Valley                        670,893     510,922    303,213      315,080    1,230,106     998,049      593,792      586,968
                               ----------- ----------- ----------   ----------  -----------  ----------   ----------   ----------
                                 3,197,441   3,232,718  1,412,879    1,575,449    6,225,596   6,444,242    2,759,602    3,071,217

Partnership Management:              2,603       1,437    (97,335)    (102,210)       6,488       2,997     (214,806)    (231,305)

Other expenses:                         --          --   (131,053)     (86,924)          --          --     (273,175)    (175,398)

Interest Expense                        --          --   (438,543)    (446,557)          --          --     (872,847)    (893,485)

Depreciation and Amortization           --          --   (472,837)    (455,354)          --          --     (945,723)    (909,480)
                               ----------- ----------- ----------   ----------  -----------  ----------   ----------   ----------
                               $ 3,200,044 $ 3,234,155 $  273,111   $  484,404  $ 6,232,084  $6,447,219   $  453,051   $  861,549
</TABLE>

COMPARISON OF THREE MONTHS ENDED JUNE 30, 2005 TO THREE MONTHS ENDED JUNE 30,
2004

Gross revenues for the three months decreased $34,111 to $3,200,044 in 2005, as
compared to $3,234,155 in 2004. The decrease was primarily the result of lower
occupancy.

As described in the Statements of Operations, Total Operating Expenses for the
three months increased by $177,182 from $2,749,751 in 2004 , as compared to
$2,926,933 for the same three months in 2005. The increase is due primarily to
higher home sale expense.

As a result of the aforementioned factors, Net Income for the three month period
decreased to $273,111, compared to $484,404 in 2004.

                                      -8-

<PAGE>

COMPARISON OF SIX MONTHS ENDED JUNE 30, 2005 TO SIX MONTHS ENDED JUNE 30, 2004

Gross revenues for the six months decreased $215,135 to $6,232,084 in 2005, as
compared to $6,447,219 in 2004. The decrease was primarily the result of a
decrease in rent income due to lower occupancy.
(See table on previous page.)

As described in the Statements of Operations, Total Operating Expenses for the
six months increased to $5,779,033, in 2005, as compared to $5,585,670 for the
same six months in 2004. The increase is due primarily to higher home sale
expenses.

As a result of the aforementioned factors, Net Income for the six month period
of 2005 decreased to $453,051, compared to $861,549 in 2004.

ITEM 3.

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURES ABOUT MARKET RISK

The Partnership is exposed to interest rate risk primarily through its borrowing
activities. There is inherent roll over risk for borrowings as they mature and
are renewed at current market rates. The extent of this risk is not quantifiable
or predictable because of the variability of future interest rates and the
Partnership's future financing requirements.

Note Payable: At June 30, 2005 the Partnership had a note payable outstanding in
the amount of $27,084,082. Interest on this note is at a fixed annual rate of
6.37% through March 2009.

The Partnership does not enter into financial instruments transactions for
trading or other speculative purposes or to manage its interest rate exposure.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Partnership carried out
an evaluation, under the supervision and with the participation of the Principal
Executive Officer and the Principal Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. Based upon, and as of the date of, this evaluation,
the Principal Executive Officer and the Principal Financial Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed in the quarterly report is recorded,
processed, summarized and reported as and when required.

There was no change in the Partnership's internal controls over financial
reporting that occurred during the most recent completed quarter that has
materially affected, or is reasonably likely to materially affect, the
Partnership's internal control over financial reporting.

                                      -9-

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.           EXHIBITS

EXHIBIT 31.1      Principal Executive Officer Certification pursuant to
                  Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of
                  1934, as amended

EXHIBIT 31.2      Principal Financial Officer Certification pursuant to
                  Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of
                  1934, as amended

EXHIBIT 32.1      Certifications pursuant to 18 U.S C. Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes - Oxley Act of
                  2002.

                                      -10-

<PAGE>

                                   SIGNATURES

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

                                  Uniprop Manufactured Housing Communities
                                  Income Fund II, a Michigan Limited Partnership

                               BY: Genesis Associates Limited Partnership,
                                   General Partner

                                   BY: Uniprop, Inc.,
                                       its Managing General Partner

                                           By: /s/ Paul M. Zlotoff
                                               ---------------------------------
                                    Paul M. Zlotoff, Principal Executive Officer

                                           By: /s/ Joel Schwartz
                                               ---------------------------------
                                      Joel Schwartz, Principal Financial Officer

Dated: August 10, 2005

                                      -11-

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.       EXHIBITS

EXHIBIT 31.1      Principal Executive Officer Certification pursuant to
                  Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of
                  1934, as amended

EXHIBIT 31.2      Principal Financial Officer Certification pursuant to
                  Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of
                  1934, as amended

EXHIBIT 32.1      Certifications pursuant to 18 U.S C. Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes - Oxley Act of
                  2002.