UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                                   
                        Washington, D.C. 20549
                                   
                                   
                               FORM 10-Q
                                   
                                   
            [X]     QUARTERLY REPORT PURSUANT TO SECTION 13
            OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
           For the quarterly period ended September 30, 1997
                                  OR
                                   
            [ ]    TRANSITION REPORT PURSUANT TO SECTION 13
            OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
          For the transition period from ........ to ........
                                   
                                   
                    Commission file number 0-19198
                                   
                                   
               FIRST DEARBORN INCOME PROPERTIES L.P. II
        (Exact name of registrant as specified in its charter)
                                   
                                   
    Delaware                                             36-3591517
(State of organization)                     (IRS Employer Identification No.)
                                   
                                   
154 West Hubbard Street, Suite 250, Chicago, IL             60610
  (Address of principal executive offices)                (Zip Code)
                                   
                                   
  Registrant's telephone number, including area code:  (312) 464-0100



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 ____


Units outstanding as of September 30, 1997:  10,000
<PAGE>
                    PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
                            Balance Sheets
                                   
               September 30, 1997 and December 31, 1996
                              (Unaudited)
                                   
                                Assets
<CAPTION>
                                          September 30,         December 31,
                                          1997                  1996
<S>                                       <C>                   <C>
Current assets:
     Cash and cash equivalents               849,697               592,001
     Rents and other receivables             308,401               305,044
     Due from affiliates                       4,986                 4,936
     Prepaid expense                          27,019                31,502
          Total current assets             1,190,103               933,483

Investment property, at cost (note 1):
     Land                                  1,201,880             1,201,880
     Building                              8,350,456             8,350,456
                                           9,552,336             9,552,336
     Less accumulated depreciation        (1,957,689)           (1,739,051)
                                           7,594,647             7,813,285

Investment in unconsolidated venture         198,062               338,911
Deferred leasing and loan costs               51,883                59,273

     Total assets                          9,034,695             9,144,952



<FN>
          See accompanying notes to the financial statements.
</TABLE>
<PAGE>
<TABLE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
                            Balance Sheets
                                   
               September 30, 1997 and December 31, 1996
                              (Unaudited)
                                   
              Liabilities and Partners' Capital Accounts
<CAPTION>
                                             September 30,     December 31,
                                             1997              1996
<S>                                          <C>               <C>
Current liabilities:
     Accounts payable and accrued expenses      503,420           412,980
     Due to affiliates (note 3)                   3,500             7,160
     Accrued interest                            31,245            32,018
     Current portion of long-term debt          157,500           153,932
          Total current liabilities             695,665           606,090

Long-term debt                                4,457,095         4,574,933
Venture partners' equity
    in consolidated venture                   1,538,728         1,541,880
Tenant security deposits                          5,433             5,439
     Total long-term liabilities              6,001,256         6,122,252

     Total liabilities                        6,696,921         6,728,342

Partners' capital accounts (deficits) 
     General partners:
          Capital contributions                   1,000             1,000
          Cumulative net losses                  (3,484)           (3,315)
                                                 (2,484)           (2,315)

     Limited partners:
          Capital contributions               4,058,963         4,058,963
          Cumulative net losses                (345,007)         (328,243)
          Cumulative cash distributions      (1,373,698)       (1,311,795)
                                              2,340,258         2,418,925

      Total partners' capital accounts        2,337,774         2,416,610


    Total Liabilities and Partners' Capital   9,034,695         9,144,952
<FN>
          See accompanying notes to the financial statements.
</TABLE>
<PAGE>

<TABLE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
                 Consolidated Statement of Operations
                                   
            Three months ended September 30, 1997 and 1996
                                   
                              (Unaudited)
                                   
<CAPTION>
                                                   1997           1996
<S>                                                <C>            <C>
Revenues:
     Rental income                                 302,937        326,452
     Tenant charges                                137,467        151,157
     Interest income                                 5,894         11,038
          Total revenues                           446,298        488,647

Expenses:
     Property operating expenses                   190,267        220,128
     Interest                                       93,999         97,041
     Depreciation                                   72,879         57,210
     Amortization                                    2,394          2,650
     General and administrative expenses             7,957          9,015

          Total expenses                           367,496        386,044

Operating income (loss)                             78,802        102,603

Partnership's share of operations
   of unconsolidated ventures                      (24,231)       (52,261)

Venture partner's share of consolidated
   venture's operations (note 1)                   (38,654)       (47,779)

Net income (loss)                                   15,917          2,563

Net income (loss)
    per limited partnership unit  (note 1)            1.58           0.25

Cash distribution
    per limited partnership unit                      2.06           2.06

<FN>
          See accompanying notes to the financial statements.
</TABLE>
<PAGE>
<TABLE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
                 Consolidated Statement of Operations
                                   
             Nine months ended September 30, 1997 and 1996
                                   
                              (Unaudited)

<CAPTION>
                                                   1997           1996
<S>                                                <C>            <C>
Revenues:
     Rental income                                   937,944        989,699
     Tenant charges                                  422,912        449,376
     Interest income                                  15,587         11,038
          Total revenues                           1,376,443      1,450,113

Expenses:
     Property operating expenses                     671,288        636,438
     Interest                                        284,331        293,281
     Depreciation                                    218,638        200,431
     Amortization                                      7,390          7,649
     General and administrative expenses              70,578         73,659
          Total expenses                           1,252,226      1,211,458

Operating income (loss)                              124,216        238,655

Partnership's share of operations
  of unconsolidated ventures                         (56,845)       (42,990)

Venture partner's share of consolidated
  venture's operations (note 1)                      (84,304)      (141,818)

Net income (loss)                                    (16,933)        53,847

Net income (loss)
    per limited partnership unit                       (1.68)          5.33

Cash distribution
    per limited partnership unit                        6.19          27.24

<FN>
          See accompanying notes to the financial statements.
</TABLE>
<PAGE>
<TABLE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
                 Consolidated Statements of Cash Flows
                                   
             Nine months ended September 30, 1997 and 1996
                                   
                              (Unaudited)
                                   
<CAPTION>
                                              1997              1996
<S>                                           <C>               <C>
Cash flows from operating activities:
  Net income (loss)                             (16,933)          53,847
  Items not requiring (providing
        cash or cash equivalents:
     Depreciation                               218,638          200,431
     Amortization                                 7,390            7,649
     Partnership's share of operations of
        unconsolidated ventures                 140,849          389,112
     Venture partners' share of
        consolidated venture's operations        (3,152)          81,243

  Changes in:
     Rents and other receivables                 (3,357)          21,324
     Prepaid expenses                             4,483           20,351
     Accounts payable and accrued expenses       90,440          (81,953)
     Due to affiliates                           (3,710)          (3,603)
     Tenant deposits                                 (6)            (900)
Net cash provided by (used in)
          operating activities                  434,642          687,501

Cash flow from investment activities:
Additions to building and deferred costs              -          (13,538)
Net cash provided by (used in)
         investment activities                        -          (13,538)


Cash flows from financing activities:
     Distributions to limited partners          (61,903)        (272,445)
     Principal payments on long-term debt      (114,270)        (176,097)
Net cash used in financing activities          (176,173)        (448,542)

Net increase (decrease) in
         cash and cash equivalents              257,696          225,424

<FN>
          See accompanying notes to the financial statements.
</TABLE>
<PAGE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
              Notes to Consolidated Financial Statements
                                   
                      September 30, 1997 and 1996
                                   
                              (Unaudited)
                                   
       Readers   of  this  quarterly  report  should  refer   to   the
Partnership's audited financial statements for the fiscal  year  ended
December 31, 1996, which are included in the Partnership's 1996 Annual
Report,  as  certain  footnote disclosures which  would  substantially
duplicate  those  contained in such audited financial statements  have
been omitted from this report.

(1)  Basis of Accounting

     For the three and nine month periods ended September 30, 1997 and
September  30, 1996 the accompanying consolidated financial statements
include the accounts of the Partnership and its consolidated venture -
Sycamore  Mall  Associates  (the  "Venture").   The  effect   of   all
transactions  between  the  Partnership  and  the  Venture  has   been
eliminated.

      The  equity  method  of  accounting  has  been  applied  in  the
accompanying  consolidated financial statements with  respect  to  the
Partnership's  interest in Evanston Galleria Limited  Partnership  and
Country  Isle Associates for the three and nine months ended September
30, 1997 and September 30, 1996.

      The  Partnership records are maintained on the accrual basis  of
accounting  as  adjusted for  Federal income tax  reporting  purposes.
The  accompanying consolidated financial statements have been prepared
from   such  records  after  making  appropriate  adjustments,   where
applicable, to present the  Partnership's accounts in accordance  with
generally accepted accounting principles (GAAP).  Such adjustments are
not  recorded  on the records of the Partnership.  The net  effect  of
these  adjustments for the nine months ended September  30,  1997  and
1996 is summarized as follows:
<TABLE>
<CAPTION>
                                     1997                       1996
                               GAAP        Tax           GAAP         Tax
                               Basis       Basis         Basis        Basis
<S>                            <C>         <C>           <C>          <C>
Net income (loss)              (14,696)    (29,301)      53,847       50,000

Net income (loss)
 per limited partnership unit    (1.45)      (2.90)        5.33         4.95
</TABLE>

      The net loss per limited partnership unit presented is based  on
the  weighted limited partnership units outstanding at the end of each
period (10,000).

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

       Partnership  distributions  from  unconsolidated  ventures  are
considered  cash flow from operating activities to the extent  of  the
Partnership's  cumulative  share  of  net  operating  earnings  before
depreciation and non-cash items.  In addition, the Partnership records
amounts  held  in  U.S. Government obligations, commercial  paper  and
certificates  of deposit at cost which approximates market.   For  the
purposes  of these statements, the Partnership's policy is to consider
all such investments with an original maturity of three months or less
($454,452  and $466,049 at September 30, 1997 and December  31,  1996,
respectively) as cash equivalents.

      Deferred  offering costs were charged to the  partners'  capital
accounts  upon consummation of the offering. Deferred loan  costs  are
amortized over the terms of the related agreements using the straight-
line  method.  Depreciation on the investment properties acquired  has
been  provided over the estimated useful lives of 5 to 30 years  using
the straight-line method.

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

(2)  Venture Agreements

       The Partnership has entered into three joint venture agreements
with  partnerships  sponsored by affiliates of the  General  Partners.
Pursuant  to  such  agreements,  the  Partnership  has  made   capital
contributions aggregating $3,652,066 through September 30, 1997.   The
Partnership has acquired, through these ventures, interests in a mixed
use retail/residential property and two shopping centers.

(3)  Transactions with Affiliates

      Fees, commissions and other expenses required to be paid by  the
Partnership to affiliates of the General Partners for the nine  months
ended September 30, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
                                                                Unpaid at
                                                                September 30,
                                        1997         1996       1997
<S>                                     <C>          <C>        <C>
 Reimbursement (at cost)
     for administrative services        15,000       15,000     3,500

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

     Summary income statement information for Evanston Galleria
Limited Partnership and Country Isle Plaza for the nine months ended
September 30, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>


                                             1997              1996
<S>                                          <C>               <C>
     Total revenue                           2,264,085         2,391,634
     Operating income (loss)                  (218,310)         (160,100)
     Partnership's share of income (loss)      (56,845)          (43,990)
</TABLE>

(5)  Adjustments

     In the opinion of the Managing General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a
fair presentation have been made to the accompanying consolidated
financial statements as of September 30, 1997 and 1996.
<PAGE>
Item  2.   Management's Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources

      At  September  30,  1997,  the Partnership  had  cash  and  cash
equivalents  of  $849,697 which will be utilized for  working  capital
requirements  and  for  future distributions  to  Partners.   This  is
$257,696  more  than the $592,001 balance at December  31,  1996.  The
Partnership made a special distribution to Limited Partners during the
second   quarter  of  1996.   The  Partnership  received   a   special
distribution in the amount of $210,650 from Country Isles  Associates,
which  it  then  distributed to the Limited Partners,  as  more  fully
described  below.   During  the three and  nine  month  periods  ended
September  30,  1996, the Partnership distributed $20,600  ($2.06  per
unit)  and  $272,445  ($27.24  per  unit),  respectively,  to  Limited
Partners.   This compares to $20,600 ( $2.06 per unit) and  $61,903  (
$6.19  per  unit)  during  the  three and  nine  month  periods  ended
September 30, 1997.  The Partnership has continued to build additional
cash reserves for Sycamore Mall's anticipated releasing program.

      During  1996,  Randall's vacated its leased premises  of  19,800
square  feet.  Occupancy fell to 86%, however, Randall's continued  to
pay  rent through December, 1996.  Sears has given notice that it will
be  vacating Sycamore Mall and moving to a new mall which has recently
begun construction.  The Sears lease at Sycamore Mall expires in 2002.
The  Sears  lease comprises 82,605 square feet which  is  34%  of  the
leaseable  area  of the shopping center.  However, the  annual  rental
income  received from Sears is approximately $109,000 or approximately
6%  of  total revenues.  Management is currently attempting to  locate
replacement  tenants  for the Sears space, however  there  can  be  no
assurance that such replacement tenants can be found..  If replacement
tenants  can  not  located, the ability of the property  to  meet  its
financial obligations could be impacted.

      Net cash provided by operating activities during the nine months
ended September 30, 1997 was $434,642, a decrease of $252,859 from the
$687,501  of  cash provided by operating activities  during  the  nine
months ended September 30, 1996.  The decrease results primarily  from
a   $210,650  distribution  which  was  received  from  Country  Isles
Associates  during the three month period ended June 30,  1996,  which
was not received in 1997.

       On  April  25,1996,  Country  Isles  Associates  completed  the
refinancing  of Country Isles Plaza in Ft. Lauderdale,  Florida.   The
new mortgage funded $8,100,000 and the proceeds were used to repay the
outstanding balance of $6,807,669, pay the costs of completing the new
loan (approximately $98,700), and provide for property tax escrow  and
working  capital.  The Partnership received a distribution of $210,650
from  Country  Isles  Associates.   The  Partnership  made  a  special
distribution  to the Limited Partners after receiving the distribution
from  Country Isles Associates.  No significant impact to the property
is anticipated as a result of the increased mortgage indebtedness.  As
a  result of a reduction in the interest rate from 9.75% to 7.00%, the
monthly payments have decreased from $60,141 to $57,250.  The mortgage
matures on May 1, 2001.

      On  August  22, 1997, Country Isles Associates entered  into  an
agreement  for  the sale of Country Isles Plaza.  The  sale  price  is
$13,270,000 and the mortgage indebtedness is approximately $8,000,000.
The  Partnership  owns 21% of Country Isles and the  anticipated  cash
distribution to the Partnership is $900,000.  Closing is scheduled  to
occur  prior to the end of November, 1997.  Assuming that the sale  is
consummated, the Partnership anticipates making a special distribution
to  the  limited partners of approximately $200,000 or $20  per  unit.
The Partnership intends to reserve the remaining sale proceeds in case
it  is needed for the Sycamore Mall releasing efforts.  If the reserve
is not utilized, it will be distributed to the Limited Partners.
<PAGE>

     In October 1997, The Evanston Galleria entered into two new
leases for approximately 12,213 square feet of retail space, which is
approximately 15% of the total rentable space in the building.  One of
the leases is for 2,213 square feet, with monthly base rent of $3,320
commencing March 1, 1998.  In addition to base rent, the tenant will
pay its pro rata portion of property taxes and operating expenses.
The lease expires December 31, 2002.  The other lease is for the lower
level space which has been very difficult to lease in the past.  This
lease is for 10,000 square feet with monthly rent of $2,790,
commencing February 1, 1998.  Beginning August 1, 1998 monthly rent
will increase to $5,580, and on October 1, 1998, monthly rent will
increase to $5,747.  The lease expires September 30, 2002.

      As the Partnership intends to distribute all "net cash receipts"
and  "sales  proceeds" in accordance with the terms of the Partnership
Agreement,  and  does not intend to reinvest any  such  proceeds,  the
Partnership  is  intended  to  be  self-liquidating  in  nature.   The
Partnership's future source of liquidity and distributions is expected
to   be   through  cash  generated  by  the  Partnership's  investment
properties  and from the sale and refinancing of such properties.   To
the  extent  that  additional payments are required under  a  purchase
agreement  or  a property does not generate an adequate cash  flow  to
meet  its  requirements, the Partnership may withdraw funds  from  the
working capital reserve which it maintains.


Results of Operations - 1997 compared to 1996

     For the three and nine month periods ended September 30, 1997 and
September 30, 1996, the accompanying consolidated financial statements
include the accounts of the Partnership and its consolidated venture -
Sycamore Mall Associates.  The effect of all transactions between  the
Partnership and the Venture has been eliminated.  The equity method of
accounting has been applied in the accompanying consolidated financial
statements  with  respect to the Partnership's  interest  in  Evanston
Galleria Associates and Country Isles Associates.

       Net  loss  for  the nine months ended September  30,  1997  was
$16,933 as compared to income of $53,847 during the nine months  ended
September 30, 1996.  The decrease in operating results are a result of
decreased  profitability  at Sycamore  Mall.   This  is  a  result  of
increased  vacancy and higher maintenance expenses at  Sycamore  Mall.
In addition, cash flow from operations decreased by $252,859, from the
prior  year.   The  decrease in cash flow is largely impacted  by  the
receipt,  in  1996,  of  the special distribution  in  the  amount  of
$210,650  from  Country  Isles Associates.  The  special  distribution
resulted  from a refinancing of the mortgage indebtedness  at  Country
Isles.   The  Evanston  Galleria lost additional  tenants  during  the
quarter  ended September 30, 1997 lowering occupancy to 77%.  However,
two  new  leases have been signed in October 1997 which have increased
occupancy to 91%.

      The  $51,755 (5%) decrease in rental income and the $26,464 (6%)
decrease  in  tenant charges for the nine months ended  September  30,
1997  as  compared  to  the nine months ended September  30,  1996  is
attributed  to  an  increase  in  vacancy  at  Sycamore   Mall.    The
Partnership has undertaken additional maintenance efforts  to  improve
the property's appearance.  The improved appearance is anticipated  to
help in the leasing efforts for the vacant space.

      The $34,850 (5%) increase in property operating expenses for the
nine  months  ended September 30, 1997 as compared to the nine  months
ended  September  30,  1996 is attributed to an increase  in  property
maintenance expenses at Sycamore Mall.
<PAGE>


       The   Partnership's  share  of  operations  of   unconsolidated
subsidiaries resulted in a loss allocation of $56,845 during the  nine
months  ended September 30, 1997, as compared to a loss allocation  of
$42,990  during  the nine months ended September 30,  1996.   Evanston
Galleria  experienced increased vacancy which increased the property's
operating  losses.   During October 1997, two new leases  were  signed
which  will  increase  occupancy and are expected  to  improve  future
operating results.

     The Partnership's allocation of consolidated venture's operations
to  the venture partners was an allocation of $84,304 during the  nine
months  ended  September  30, 1997 as compared  to  an  allocation  of
$141,818 during the nine months ended September 30, 1996.  As a result
of  increased  operating losses at Sycamore Mall, the Partnership  has
decreased  the  amount of the income which is then  allocated  to  the
venture's  partners.   Occupancy at Sycamore  Mall,  the  consolidated
venture, decreased from 95% to 86% during the three month period ended
June  30,  1996.  Randall's a drug store operation vacated its  leased
space  at  Sycamore  Mall, which totaled approximately  19,800  square
feet.  Its lease term expired January 10, 1997.


                               OCCUPANCY

     The following is a list of approximate occupancy levels by
quarter for the Partnership's investment properties:
<TABLE>
<CAPTION>
                              at        at        at        at        at        at        at
                           03/31/96  06/30/96  09/30/96  12/31/96  03/31/97  06/30/97  09/30/97
<S>                          <C>       <C>       <C>       <C>       <C>       <C>       <C>
Evanston Galleria
Evanston, IL                 86%       86%       86%       84%        86%      86%        77%

Country Isles
Ft. Lauderdale, FL           99%       98%       98%       99%       100%      99%       100%

Sycamore Mall
Iowa City, Iowa              95%       86%       87%       87%        88%      89%        89%
<PAGE>


                                   
                      Part II - OTHER INFORMATION
                                   
                                   
Items 1, 2, 3, 4, and 5 of Part II are omitted because of the absence
of conditions under which they are required.


Item 6.  Exhibits and Reports on Form 8-K

a)   Exhibits

     None

b)   Reports on Form 8-K

     No reports on Form 8-K were filed for the period covered by this
report.

<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.



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


                    By:  FDIP, Inc.
                    (Managing General Partner)






November 14, 1997   By:  Robert S. Ross
                    President
                    (Principal Executive Officer)









November 14, 1997   By:  Bruce H. Block
                    Vice President
                    (Principal Financial Officer)

</TABLE>