UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                                   
                        Washington, D.C. 20549
                                   
                                   
                               FORM 10-Q
                                   
                                   
            [X]     QUARTERLY REPORT PURSUANT TO SECTION 13
            OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
             For the quarterly period ended June 30, 1998
                                  OR
                                   
            [ ]    TRANSITION REPORT PURSUANT TO SECTION 13
            OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
          For the transition period from ........ to ........
                                   
                                   
                    Commission file 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 June 30, 1998:  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
                                   
                  June 30, 1998 and December 31, 1997
                              (Unaudited)
                                   
                                Assets
<CAPTION>
                                                June 30,          December 31,
                                                1998              1997
<S>                                             <C>               <C>
Current assets:
     Cash and cash equivalents (note 1)          1,052,765         1,659,443
     Rents and other receivables                   156,007           317,315
     Due from affiliates                            13,472            14,122
     Prepaid expense                                 3,328            19,122
          Total current assets                   1,225,572         2,010,002

Investment property, at cost (note 1):
     Land                                        1,201,880         1,201,880
     Building                                    8,372,099         8,372,099
                                                 9,573,979         9,573,979
     Less accumulated depreciation              (2,175,177)       (2,032,976)
                                                 7,398,802         7,541,003

Investment in unconsolidated venture (note 2)      (71,332)          (58,669)
Deferred leasing and loan costs                     45,004            49,488

     Total assets                                8,598,046         9,541,824




<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
                                   
                  June 30, 1998 and December 31, 1997
                              (Unaudited)
                                   
              Liabilities and Partners' Capital Accounts
<CAPTION>
                                                 June 30,         December 31,
                                                 1998             1997
<S>                                              <C>              <C>
Current liabilities:
     Accounts payable and accrued expenses         412,361           328,632
     Accrued interest                               30,423            30,976
     Current portion of long-term debt             170,500           166,915
          Total current liabilities                613,284           526,523

Long-term debt                                   4,322,668         4,408,018
Venture partners' equity
   in consolidated venture (note 2)              1,366,618         1,508,231
Tenant security deposits                             5,433             5,433
     Total long-term liabilities                 5,694,719         5,921,682

     Total liabilities                           6,308,003         6,448,205

Partners' capital accounts (deficits) (note 1):
     General partners:
          Capital contributions                      1,000             1,000
          Cumulative net income                      3,856             4,280
                                                     4,856             5,280

     Limited partners:
          Capital contributions                  4,058,963         4,058,963
          Cumulative net income                    381,722           423,674
          Cumulative cash distributions         (2,155,498)       (1,394,298)
                                                 2,285,187         3,088,339

      Total partners' capital accounts           2,290,043         3,093,619

Commitments and contingencies (note 2)

      Total Liabilities and Partners' Capital    8,598,046         9,541,824
<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 June 30, 1998 and 1997
                                   
                              (Unaudited)
                                   
<CAPTION>
                                                 1998                1997
<S>                                              <C>                 <C>
Revenues:
     Rental income                               286,969             323,104
     Tenant charges                              109,625             129,935
     Interest income                               9,915               5,406
          Total revenues                         406,509             458,445

Expenses:
     Property operating expenses                 219,694             254,354
     Interest                                     91,548              94,782
     Depreciation                                 71,100              72,880
     Amortization                                  2,394               2,395
     General and administrative expenses          26,962              20,640

          Total expenses                         411,698             445,051

Operating income (loss)                           (5,189)             13,394

Partnership's share of operations
   of unconsolidated ventures                     (3,141)               (396)

Venture partner's share of consolidated
   venture's operations (note 1)                  (7,421)            (12,779)

Net income (loss)                                (15,751)                220

Net income (loss)
   per limited partnership unit                    (1.56)               0.02

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
                                   
                Six months ended June 30, 1998 and 1997
                                   
                              (Unaudited)

<CAPTION>
                                                 1998                1997
<S>                                              <C>                 <C>
Revenues:
     Rental income                               580,055             635,007
     Tenant charges                              246,111             285,445
     Interest income                              25,052               9,693

          Total revenues                         851,218             930,145

Expenses:
     Property operating expenses                 457,152             481,021
     Interest                                    183,930             190,332
     Depreciation                                142,201             145,759
     Amortization                                  4,789               4,996
     General and administrative expenses          72,970              62,621

          Total expenses                         861,042             884,729

Operating income (loss)                           (9,824)             45,416

Partnership's share of operations
  of unconsolidated ventures                     (12,663)            (32,614)

Venture partner's share of consolidated
  venture's operations (note 1)                  (19,889)            (45,650)

Net income (loss)                                (42,376)            (32,848)

Net income (loss)
   per limited partnership unit                    (4.20)              (3.25)

Cash distribution
   per limited partnership unit                    76.12                4.13
<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
                                   
                Six months ended June 30, 1998 and 1997
                                   
                              (Unaudited)
                                   
<CAPTION>
                                                1998               1997
<S>                                             <C>                <C>
Cash flows from operating activities:
  Net income (loss)                               (42,376)            (32,848)
  Items not requiring (providing)
        cash or cash equivalents:
     Depreciation                                 142,201             145,759
     Amortization                                   4,789               4,996
     Partnership's share of operations of
        unconsolidated  ventures                  12,663              100,558
     Venture partners' share of
        consolidated venture's operations       (141,613)             (68,508)

  Changes in:
     Rents and other receivables                 161,958               88,411
     Prepaid expenses                             15,794               27,002
     Accounts payable and accrued expenses        83,176                5,436
     Tenant deposits                                   -                   (6)
Net cash provided by  operating activities       236,592              263,640

Cash flow from investment activities:
Additions to building and deferred costs            (305)                   -
Net cash (used in) investment activities            (305)                   -


Cash flows from financing activities:
     Distributions to limited partners          (761,200)             (41,303)
     Principal payments on long-term debt        (81,765)             (75,406)
Net cash used in financing activities           (842,965)            (116,709)

Net increase (decrease)
    in cash and cash equivalents               (606,678)              146,931

<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
                                   
                        June 30, 1998 and 1997
                                   
                              (Unaudited)
                                   
       Readers   of  this  quarterly  report  should  refer   to   the
Partnership's audited financial statements for the fiscal  year  ended
December 31, 1997, which are included in the Partnership's 1997 Annual
Report,  as  certain  footnote disclosures which  would  substantially
duplicate  those  contained in such audited financial statements  have
been omitted from this report.

(1)  Basis of Accounting

      For the three and six month periods ended June 30, 1998 and June
30,  1997  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 for the three  and
six  months  ended  June 30, 1998 and June 30, 1997 and  Country  Isle
Associates for the three and six months ended June 30, 1997.

      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 six months ended June 30, 1998 and 1997  is
summarized as follows:

<TABLE>
<CAPTION>
                                         1998                   1997  
                                  GAAP       Tax         GAAP         Tax
                                  Basis      Basis       Basis        Basis
<S>                               <C>        <C>         <C>          <C>
Net income (loss)                 (42,376)   (39,300)    (32,848)     (49,301)

Net income (loss) per
    limited partnership unit        (4.20)     (3.90)      (3.25)       (4.90)
</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
($720,414  and  $1,400,707 at June 30, 1998  and  December  31,  1997,
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.

     The Partnership adopted Statement of Financial Accounting
Standards No. 121 ("SFAS 121")  "Accounting for the Impairment of Long-
Lived Assets and for Long Lived Assets to be Disposed Of", on January
1, 1996.  SFAS 121 requires that the Partnership record an impairment
loss on its property held for investment whenever the property's
carrying value cannot be fully recovered through estimated
undiscounted cash flows from its operations and sale.  The amount of
the impairment loss to be recognized would be the difference between
the property's carrying value and the property's estimated fair value.
In addition, SFAS 121 provides that a property may not be depreciated
while being held for sale.  As of October 1, 1997, the Evanston
Galleria property was considered to be held for sale.  In accordance
with SFAS 121, no depreciation expense relative to the property was
recorded from October 1, 1997 through June 30, 1998.

(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  June  30,  1998.   The
Partnership has acquired, through these ventures, interests in a mixed
use retail/residential property and two shopping centers.
<PAGE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
        Notes to Consolidated Financial Statements - Continued
                                   
(3)  Transactions with Affiliates

      Fees, commissions and other expenses required to be paid by  the
Partnership to affiliates of the General Partners for the  six  months
ended June 30, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
                                                                    Unpaid at
                                                                    June 30,
                                                 1998      1997      1998
<S>                                              <C>       <C>        <C>
     Reimbursement for administrative services   10,000    10,000          -
                                                 10,000    10,000          -
</TABLE>

 (4)  Unconsolidated Venture - Summary Information

     Summary income statement information for Evanston Galleria
Limited Partnership for the six months ended June 30, 1998 and
Evanston Galleria Limited Partnership and Country Isle Plaza for the
six months ended June 30, 1997, is as follows:

<TABLE>
<CAPTION>


                                                 1998              1997
<S>                                              <C>               <C>
     Total revenue                                 672,404          1,565,761
     Operating income (loss)                       (46,635)          (118,320)
     Partnership's share of income (loss)          (12,663)           (32,614)
</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 June 30, 1998 and 1997.
<PAGE>
Item  2.   Management's Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources

      At  June 30, 1998, the Partnership had cash and cash equivalents
of  $1,052,765 which will be utilized for working capital requirements
and  for future distributions to Partners.  This is $653,941 less than
the  $1,659,443 balance at December 31, 1997. The Partnership  made  a
distribution in the amount of $740,600 to Limited Partners during  the
first   quarter   of  1998.   The  Partnership  received   a   special
distribution in the amount of $991,000 from the December 1997 sale  of
Country  Isles  Associates, which it then distributed to  the  Limited
Partners.  During the three and six month periods ended June 30, 1998,
the  Partnership  distributed $20,600 ($2.06 per  unit)  and  $761,200
($76.12  per unit), respectively, to Limited Partners.  This  compares
to  $20,600 ( $2.06 per unit) and $41,303 ( $4.13 per unit) during the
three and six month periods ended June 30, 1997.  The Partnership  has
continued  to  build  additional cash  reserves  for  Sycamore  Mall's
anticipated releasing program.

      Net  cash provided by operating activities during the six months
ended  June  30,  1998 was $236,592, a decrease of  $27,048  from  the
$263,640  of  cash  provided by operating activities  during  the  six
months ended June 30, 1997.

     On December 17, 1997, Country Isles Associates, sold the Country
Isles Shopping Center in Fort Lauderdale, Florida, to Principal Mutual
Life Insurance Company ("Buyer").  The total purchase price received
by Country Isles was $13.2 million, which price was determined through
arm's length negotiations with Buyer.  Of this total purchase price,
approximately $7.9 million was used to repay amounts owed to the
lender holding the mortgage on the shopping center and approximately
$595,000 was used for customary additional selling expenses and
prorations.  The net proceeds to Country Isles after these deductions
were approximately $4.7 million. Of these proceeds, the Partnership
received approximately $991,000 for its 21% interest.

      During  1997, the Evanston Galleria experienced occupancy  rates
which  ranged  from 77% to 86%. As of December 31, 1997 occupancy  was
83%.   However, a lease had been entered into to lease the lower level
space  of  11,300 square feet.  This tenant has taken occupancy  along
with  one  additional retail tenant.  This has increased occupancy  to
95%,  as  of  March  31, 1998.  The first mortgage   on  the  property
matured  on  May 1, 1998, however an amendment has been  entered  into
which   extends  the  maturity  of  the  loan  to  August  31,   1998.
Negotiations are currently underway for an additional extension of the
mortgage loan.  There can be no assurance that such an extension  will
be  granted.   The  Evanston  Galleria  property  is  currently  being
marketed for sale.

      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.

<PAGE>
Results of Operations - 1998 compared to 1997

      For the three and six month periods ended June 30, 1998 and June
30,  1997, the accompanying consolidated financial statements  include
the  accounts  of  the  Partnership and  its  consolidated  venture  -
Sycamore Mall Associates.  The effect of all transactions between  the
Partnership and the Venture has been eliminated.  The equity method of
accounting has been applied in the accompanying consolidated financial
statements  with  respect to the Partnership's  interest  in  Evanston
Galleria Limited for the three and six months ended June 30, 1998  and
June 30, 1997 and Country Isle Associates for the three and six months
ended June 30, 1997.

       Net loss for the six months ended June 30, 1998 was $42,376  as
compared  to $32,848 during the six months ended June 30,  1997.   The
decrease  in  operating results is a result of decreased profitability
at  Sycamore  Mall  which was partially offset by improvement  at  the
Evanston Galleria.  The decreased profitability at Sycamore Mall is  a
result  of  increased vacancy, averaging 82% in 1998  as  compared  to
87.5%  in 1997.  Management is currently negotiating with new  tenants
for Sycamore Mall, but no new leases have been signed..

      The $54,952 (9%) decrease in rental income and the $39,334 (14%)
decrease  in tenant charges, for the six month period ended  June  30,
1998  as  compared  to the six month period ended  June  30,  1997  is
attributed to an increase in vacancy at Sycamore Mall.  The opening of
a  new regional mall in the area of the Sycamore Mall has resulted  in
the loss of several tenants.  Management is currently negotiating with
prospective tenants which would significantly increase occupancy.

      The $15,359 (158%) increase in interest income for the six month
period  ended June 30, 1998 as compared to the six month period  ended
June 30, 1997 is attributed to the increase in cash reserves which are
being  maintained  since  the sale of the Country  Isles  property  in
December  1997.   The  Partnership  is  maintaining  these  additional
reserves  in  anticipation  of needed equity  for  the  Sycamore  Mall
releasing efforts..

      The $23,869 (5%) decrease in property operating expenses for the
six  month  period ended June 30, 1998 as compared to  the  six  month
period  ended  June 30, 1997 is attributed to a decrease  in  property
maintenance expenses at Sycamore Mall.

      The  $6,402 (3%) decrease in interest expenses for the six month
period  ended June 30, 1998 as compared to the six month period  ended
June   30,  1997  is  attributable  a  reduction  in  the  outstanding
indebtedness at Sycamore Mall.

     The $10,349 (17%) increase in general and administrative expenses
for  the  six month period ended June 30, 1998 as compared to the  six
month  period  ended June 30, 1997 is attributable to an  increase  in
professional  fees  related  to  the  annual  audit  and  tax   return
preparation.

       The   Partnership's  share  of  operations  of   unconsolidated
subsidiaries resulted in a loss allocation of $12,663 during  the  six
months  ended  June  30, 1998, as compared to  a  loss  allocation  of
$32,614  during  the six month period ended June 30,  1997.   Evanston
Galleria has released most of its retail space.  Occupancy is  running
at 95 % as compared to 86 % in the prior year.

<PAGE>


     The Partnership's allocation of consolidated venture's operations
to  the  venture partners was an allocation of $19,889 during the  six
months  ended  June 30, 1998 as compared to an allocation  of  $45,650
during  the six months ended June 30, 1997.  As a result of a decrease
in  operating  income at Sycamore Mall, the Partnership has  decreased
the  amount  of  the income which is then allocated to  the  venture's
partners.


                               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
                         03/31/97  06/30/97  09/30/97  12/31/97  03/31/98  06/30/98
<S>                      <C>       <C>       <C>       <C>       <C>       <C>
Evanston Galleria
Evanston, IL              86%      86%        77%      83%       95%       94%

Country Isles
Ft. Lauderdale, FL       100%      99%       100%      n/a       n/a       n/a

Sycamore Mall
Iowa City, Iowa           88%      89%        89%      90%       85%       79%
<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)






August 14, 1998     By:  Robert S. Ross
                    President
                    (Principal Executive Officer)









August 14, 1998     By:  Bruce H. Block
                    Vice President
                    (Principal Financial Officer)

</TABLE>