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 March 31, 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 March 31, 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
                                   
                 March 31, 1997 and December 31, 1996
                              (Unaudited)
                                   
                                Assets
<CAPTION>
                                                 March 31,     December 31,
                                                 1997          1996
<S>                                              <C>           <C>
Current assets:
     Cash and cash equivalents (note 1)             584,035       592,001
     Rents and other receivables                    262,382       305,044
     Due from affiliates                              4,936         4,936
     Prepaid expense                                 18,001        31,502
          Total current assets                      869,354       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               (1,811,930)   (1,739,051)
                                                  7,740,406     7,813,285

Investment in unconsolidated venture,
                at equity (note 2)                  296,885       338,911
Deferred leasing and loan costs                      56,672        59,273

     Total assets                                 8,954,323     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
                                   
                 March 31, 1997 and December 31, 1996
                              (Unaudited)
                                   
              Liabilities and Partners' Capital Accounts
<CAPTION>
                                                  March 31,      December 31,
                                                  1997           1996
<S>                                               <C>            <C>
Current liabilities:
     Accounts payable and accrued expenses          344,380        412,980
     Due to affiliates (note 3)                       4,668          7,160
     Accrued interest                                31,766         32,018
     Current portion of long-term debt              154,200        153,932
          Total current liabilities                 535,014        606,090

Long-term debt                                    4,537,345      4,574,933
Venture partners' equity
     in consolidated venture (note 2)             1,495,534      1,541,880
Tenant security deposits                              5,439          5,439
     Total long-term liabilities                  6,038,318      6,122,252

     Total liabilities                            6,573,332      6,728,342

Partners' capital accounts (deficits) (note 1):
     General partners:
          Capital contributions                       1,000          1,000
          Cumulative net losses                      (3,464)        (3,315)
                                                     (2,464)        (2,315)

     Limited partners:
          Capital contributions                   4,058,963      4,058,963
          Cumulative net losses                    (343,010)      (328,243)
          Cumulative cash distributions          (1,332,498)    (1,311,795)
                                                  2,383,455      2,418,925

      Total partners' capital accounts            2,380,991      2,416,610

Commitments and contingencies (note 2)

      Total Liabilities and Partners' Capital     8,954,323      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 March 31, 1997 and 1996
                                   
                              (Unaudited)
                                   
<CAPTION>
                                                   1997             1996
<S>                                                <C>              <C>
Revenues:
     Rental income                                 311,903          331,418
     Tenant charges                                155,510          148,937
     Interest income                                 4,287            1,741
          Total revenues                           471,700          482,097

Expenses:
     Property operating expenses                   226,667          205,772
     Interest                                       95,550           98,474
     Depreciation                                   72,879           71,610
     Amortization                                    2,601            2,550
     General and administrative expenses            41,981           19,672

          Total expenses                           439,679          398,078

Operating income (loss)                             32,021           84,019

Partnership's share of operations
   of unconsolidated ventures                      (14,066)         (12,920)

Venture partner's share of consolidated
   venture's operations (note 1)                   (32,871)         (46,390)

Net income (loss)                                  (14,916)          24,709

Net income (loss)
  per limited partnership unit  (note 1)             (1.48)            2.45

Cash distribution per limited partnership unit        2.07             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 Statements of Cash Flows
                                   
              Three months ended March 31, 1997 and 1996
                                   
                              (Unaudited)
                                   
<CAPTION>
                                               1997                1996
<S>                                            <C>                 <C>
Cash flows from operating activities:
  Net income (loss)                             (14,916)             24,709
  Items not requiring (providing)
     cash or cash equivalents:
     Depreciation                                72,879              71,610
     Amortization                                 2,601               2,550
     Partnership's share of operations of
        unconsolidated  ventures                 51,020              24,303
     Venture partners' share of
        consolidated venture's operations       (46,346)             21,385

  Changes in:
     Rents and other receivables                 42,662               9,765
     Prepaid expenses                            13,501               5,810
     Accounts payable and accrued expenses      (68,600)            (96,433)
     Due to affiliates                           (2,492)              3,500
     Tenant deposits                                  -                (900)
Net cash provided by operating activities        50,309              66,299

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


Cash flows from financing activities:
     Distributions to limited partners          (20,703)            (20,594)
     Principal payments on long-term debt       (37,320)            (34,415)
Net cash used in financing activities           (58,023)            (55,009)

Net (decrease) in cash and cash equivalents      (7,714)             (2,245)

<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
                                   
                        March 31, 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 March 31, 1997  and
March  31,  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  months ended March 31, 1997 and
March 31, 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 three months ended March 31, 1996 and  1995
is summarized as follows:
<TABLE>
<CAPTION>
                                       1997                   1996   
                                GAAP        Tax          GAAP       Tax
                                Basis       Basis        Basis      Basis
<S>                             <C>         <C>          <C>        <C>
Net income (loss)               (14,916)    (13,100)     24,709     23,400

Net income (loss)
 per limited partnership unit     (1.48)      (1.30)       2.45       2.32
</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  ($282,610 and $312,653 at March 31, 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  March  31,  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 three months
ended March 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
                                                                    Unpaid at
                                                                    Mar 31,
                                            1997       1996         1997
<S>                                         <C>        <C>          <C>
     Reimbursement (at cost)
      for administrative services           5,000      5,000        4,668    
</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 three months ended
March 31,1997 and 1996 is as follows:
<TABLE>
<CAPTION>


                                             1997              1996
<S>                                          <C>               <C>
     Total revenue                           796,358           809,698
     Operating income (loss)                 (51,803)          (55,104)
     Partnership's share of income (loss)    (14,066)          (12,920)
</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 March 31, 1997 and 1996.
<PAGE>
Item  2.   Management's Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources

      At  March 31,1996, the Partnership had cash and cash equivalents
of  $584,035  which will be utilized for working capital  requirements
and  for  future distributions to Partners.  This is $7,966 less  than
the  $592,001  balance  at December 31, 1996.  Net  cash  provided  by
operating  activities  during the quarter ended  March  31,  1997  was
$50,309,  a  decrease of $15,990 from the $66,299 of cash provided  by
operating activities during the quarter ended March 31, 1996.

      During  1996, Randall's, a tenant at Sycamore Mall, vacated  its
leased  premises of 19,800 square feet.  Occupancy at  Sycamore  Mall,
fell to 86% during the second quarter of 1996, however, Randall's  has
continued  to  pay rent through December, 1996 so that  there  was  no
adverse  financial impact in 1996.  During the first quarter of  1997,
the  Randall's  lease obligations ended and Sycamore  Mall's  revenues
have decreased $12,942 as compared to the three months ended March 31,
1996.   Management is currently negotiating with prospective  tenants,
but there can be no assurance that a replacement tenant will be found.
If this vacant space is not released, the ability of the Sycamore Mall
to  meet  its financial obligations could be effected as a  result  of
decreased revenues.

      During  1995, the Evanston Galleria experienced a  problem  with
retail tenants.  There is currently 13,635 square feet of retail space
of which the tenants are in default of their leases for non payment of
rent.   Occupancy  at  March 31, 1997 was 84%.  Management  has  taken
legal action to collect amounts due under the defaulted leases and  it
is  expected  that  partial  payments  will  eventually  be  obtained.
However, management does not have an estimate of the amount or  timing
of  any  such  collection.   Re-leasing efforts  are  in  process  and
negotiations are currently taking place with prospective tenants,  but
there  can be no assurance that new leases will be entered  into.   If
this  vacant  space  is  not released, the  ability  of  the  Evanston
Galleria  to  meet its financial obligations could be  effected  as  a
result of decreased revenues.

      The  Evanston  Galleria continues to search  for  a  replacement
tenant   for  approximately  11,500  square  feet  of  retail   space.
Management  is  currently  negotiating  with  prospective  replacement
tenants.   During  the  fourth  quarter  of  1995,  a  second   tenant
representing 2,135 square feet defaulted under the terms of its  lease
and  vacated the space.  This space has been released for a five  year
term,  beginning,  January 11, 1996, at the same rental  rate  as  the
previous  tenant.   Management  is continuing  to  take  legal  action
against  the defaulted tenant; there is currently no estimate  of  the
amount of or timing of any payments which may be received.

      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 - 1996 compared to 1995

      For  the three month periods ended March 31, 1997 and March  31,
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.

      Accounts payable and accrued expenses have decreased $68,600  to
$344,380  as  of  March 31, 1997 from $412,980 at December  31,  1996.
This  decrease  relates  primarily to the timing  of  the  payment  of
property taxes at Sycamore Mall.

      The  $19,515 (6%) decrease in rental income for the three  month
period  ended  March  31, 1997 as compared to the three  month  period
ended  March  31,  1996 is attributed to the vacancy by  Randall's  at
Sycamore  Mall.   Income  from tenant charges  increased  $6,573  (4%)
during the three months ended March 31, 1997 as compared to the  three
months  ended  March 31, 1996.  This increase results  from  increased
property operating expenses which were partly offset by the effect  of
the vacancy of Randall's.

     The $20,896 (10%) increase in property operating expenses for the
three  months  ended March 31, 1997 as compared to  the  three  months
ended  March 31, 1996 is attributable to a $9,600 increase in property
taxes,  a  $5,800  increase in natural gas costs and  $5,500  in  roof
repairs at Sycamore Mall.

      The $22,309 increase in general and administrative expenses  for
the  three month periods ended March 31, 1997 as compared to the three
month  periods ended March 31, 1996 is attributable to an increase  in
professional  fees  which  results  from  the  timing  of  payment  of
accounting fees related to the 1996 year-end.

       The   Partnership's  share  of  operations  of   unconsolidated
subsidiaries resulted in a loss allocation of $5,073, during the three
months  ended  March  31, 1997, as compared to a  loss  allocation  of
$12,920  during the three month period ended March 31, 1996.  Evanston
Galleria  resulted in a loss allocation of $17,521  during  the  three
months  ended  March 31, 1997, which was partly offset  by  an  income
allocation of $12,448 from Country Isles..

     The Partnership's allocation of consolidated venture's operations
to  the venture partners was an allocation of $32,871 during the three
months  ended March 31, 1997 as compared to an allocation  of  $46,390
during  the  three  months ended March 31, 1996.  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.


<PAGE>

                               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>
Evanston Galleria
Evanston, IL                86%       86%       86%       84%        86%


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


Sycamore Mall
Iowa City, Iowa             95%       86%       87%       87%        88%
<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)






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









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

</TABLE>