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, 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 June 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
                                   
                  June 30, 1997 and December 31, 1996
                              (Unaudited)
                                   
                                Assets
<CAPTION>
                                              June 30,       December 31,
                                              1997           1996
<S>                                           <C>            <C>
Current assets:
     Cash and cash equivalents (note 1)          738,932        592,001
     Rents and other receivables                 216,633        305,044
     Due from affiliates                           4,936          4,936
     Prepaid expense                               4,500         31,502
          Total current assets                   965,001        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            (1,884,810)    (1,739,051)
                                               7,667,526      7,813,285

Investment in unconsolidated venture,
       at equity (note 2)                        238,353        338,911
Deferred leasing and loan costs                   54,277         59,273

     Total assets                              8,925,157      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
                                   
                  June 30, 1997 and December 31, 1996
                              (Unaudited)
                                   
              Liabilities and Partners' Capital Accounts
<CAPTION>
                                               June 30,           December 31,
                                               1997               1996
<S>                                            <C>                <C>
Current liabilities:
     Accounts payable and accrued expenses       418,926            412,980
     Due to affiliates (note 3)                        -              7,160
     Accrued interest                             31,508             32,018
     Current portion of long-term debt           155,300            153,932
          Total current liabilities              605,734            606,090

Long-term debt                                 4,498,159          4,574,933
Venture partners' equity in
    consolidated venture (note 2)              1,473,372          1,541,880
Tenant security deposits                           5,433              5,439
     Total long-term liabilities               5,976,964          6,122,252

     Total liabilities                         6,582,698          6,728,342

Partners' capital accounts (deficits) (note 1):
     General partners:
          Capital contributions                    1,000              1,000
          Cumulative net losses                   (3,643)            (3,315)
                                                  (2,643)            (2,315)

     Limited partners:
          Capital contributions                4,058,963          4,058,963
          Cumulative net losses                 (360,763)          (328,243)
          Cumulative cash distributions       (1,353,098)        (1,311,795)
                                               2,345,102          2,418,925

      Total partners' capital accounts         2,342,459          2,416,610

Commitments and contingencies (note 2)

      Total Liabilities and Partners' Capital  8,925,157          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 June 30, 1997 and 1996
                                   
                              (Unaudited)
                                   
<CAPTION>
                                                1997            1996
<S>                                             <C>             <C>
Revenues:
     Rental income                              323,104         331,829
     Tenant charges                             129,935         149,282
     Interest income                              5,406           5,101
          Total revenues                        458,445         486,212

Expenses:
     Property operating expenses                254,354         210,538
     Interest                                    94,782          97,776
     Depreciation                                72,880          71,611
     Amortization                                 2,395           2,549
     General and administrative expenses         20,640          44,972

          Total expenses                        445,051         427,446

Operating income (loss)                          13,394          58,766

Partnership's share of operations
   of unconsolidated ventures                   (18,548)         25,191

Venture partner's share of consolidated
   venture's operations (note 1)                (12,779)        (47,649)

Net income (loss)                               (17,933)         36,308

Net income (loss) per
   limited partnership unit  (note 1)             (1.78)           3.59

Cash distribution per limited partnership unit     2.06           23.13

<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 Statement of Operations
                                   
                Six months ended June 30, 1997 and 1996
                                   
                              (Unaudited)

<CAPTION>
                                             1997              1996
<S>                                          <C>               <C>
Revenues:
     Rental income                           635,007           663,247
     Tenant charges                          285,445           298,219
     Interest income                           9,693             6,842

          Total revenues                     930,145           968,309

Expenses:
     Property operating expenses             481,021           416,310
     Interest                                190,332           196,240
     Depreciation                            145,759           143,221
     Amortization                              4,996             5,099
     General and administrative expenses      62,621            64,644

          Total expenses                     884,729           825,514

Operating income (loss)                       45,416           142,795

Partnership's share of operations
  of unconsolidated ventures                 (32,614)           12,271

Venture partner's share of consolidated
  venture's operations (note 1)              (45,650)          (94,039)

Net income (loss)                            (32,848)           61,026

Net income (loss) per
    limited partnership unit (note 1)          (3.25)             6.04

Cash distribution per
    limited partnership unit                    4.13             25.18

<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, 1997 and 1996
                                   
                              (Unaudited)
                                   
<CAPTION>
                                               1997               1996
<S>                                           <C>                 <C>
Cash flows from operating activities:
  Net income (loss)                           (32,848)             61,030
  Items not requiring (providing)
      cash or cash equivalents:
     Depreciation                             145,759             143,221
     Amortization                               4,996               5,099
     Partnership's share of operations of
       unconsolidated  ventures               100,558             294,830
     Venture partners' share of
       consolidated venture's operations      (68,508)             40,454

  Changes in:
     Rents and other receivables               88,411              97,110
     Prepaid expenses                          27,002              16,831
     Accounts payable and accrued expenses      5,436             (10,791)
     Due to affiliates                         (7,160)                  4
     Tenant deposits                               (6)               (900)
Net cash provided by (used in)
          operating activities                263,640             646,885

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        (41,303)           (251,845)
     Principal payments on long-term debt     (75,406)           (140,255)
Net cash used in financing activities        (116,709)           (392,100)

Net increase (decrease) in
       cash and cash equivalents              146,931             241,247

<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, 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 six month periods ended June 30, 1997 and June
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 six  months ended June  30,
1997 and June 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 six months ended June 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)              (32,848)   (49,301)     61,026      58,500

Net income (loss) per 
 limited partnership unit        (3.25)     (4.90)       6.04        5.79
</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
($452,792  and  $466,049  at  June 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  June  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  six  months
ended June 30, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
                                                                   Unpaid at
                                                                   June 30,
                                          1997        1996         1997
<S>                                       <C>         <C>          <C>
     Reimbursement (at cost) for
           administrative services        10,000      10,000          -

</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 six months ended
June 30, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>


                                            1997              1996
<S>                                         <C>               <C>
     Total revenue                          1,565,761         1,641,327
     Operating income (loss)                 (118,320)           72,817
     Partnership's share of income (loss)     (32,614)           12,271
</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, 1997 and 1996.
<PAGE>
Item  2.   Management's Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources

      At  June 30, 1997, the Partnership had cash and cash equivalents
of  $738,932  which will be utilized for working capital  requirements
and  for future distributions to Partners.  This is $146,931 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 Asssociates, which it then distributed
to  the  Limited Partners, as more fully described below.  During  the
three  and  six  month  periods ended June 30, 1996,  the  Partnership
distributed $231,251 ($23.13 per unit) and $251,845 ($25.18 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,  1997 was $263,640, a decrease of $383,245  from  the
$646,885  of  cash  provided by operating activities  during  the  six
months  ended  June 30, 1996.  The decrease results primarily  from  a
$210,650 distribution which was received from Country Isles Associates
during the three month period ended Jume 30, 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 June 30, 1997 was 85%.  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.
<PAGE>
      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 six month periods ended June 30, 1997 and June
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.

       Net loss for the six months ended June 30, 1997 was $32,848  as
compared  to  income of $61,030 during the six months ended  June  30,
1996.   The  decrease in operating results are a result  of  decreased
profitability  at  Sycamore Mall, and an increase in losses  allocated
from  Evanston  Galleria.  This is a result of increased  vacancy  and
higher  maintenance expenses at both properties.   In  addition,  cash
flow from operations decreased by $383,245, 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 has
stabilized its operations but is still searching for a tenant  for  an
11,500 square foot space.

      The  $28,240  (4%) decrease in rental income for the  six  month
period  ended June 30, 1997 as compared to the six month period  ended
June  30,  1996  is attributed to an increase in vacancy  at  Sycamore
Mall.

     The $64,711 (16%) increase in property operating expenses for the
six  month  period ended June 30, 1997 as compared to  the  six  month
period  ended June 30, 1996 is attributed to an increase  in  property
maintenance  expenses at Sycamore Mall.  The property is  incurring  a
higher level of maintenance expenses due to the higher vacancy levels.

     The $24,332 (54%) decrease in general and administrative expenses
for  the  three  month period ended June 30, 1997 as compared  to  the
three  month period ended June 30, 1996 is attributable to  timing  of
payment  of  professional fees related to the  annual  audit  and  tax
return preparation.  The six month amounts are nearly the same.

       The   Partnership's  share  of  operations  of   unconsolidated
subsidiaries resulted in a loss allocation of $32,614 during  the  six
months  ended  June 30, 1997, as compared to an income  allocation  of
$12,271  during  the six month period ended June 30,  1996.   Evanston
Galleria  has  experience  higher vacancy  levels  in  the  commercial
spaces,    which  increased  the  property's  operating  losses.    In
addition,  the operations of Country Isles has continued  to  improve,
resulting  in  an income allocation of $37,393 during the  six  months
ended June 30, 1996 as compared to a loss allocation of $14,265 during
the six months ended June 30, 1995.
<PAGE>

     The Partnership's allocation of consolidated venture's operations
to  the  venture partners was an allocation of $45,650 during the  six
months  ended  June 30, 1997 as compared to an allocation  of  $94,039
during  the six months ended June 30, 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.  Occupancy at Sycamore Mall decreased from 95% to 86% during
the  three  month period ended June 30, 1996.  Randall's a drug  store
operation vacated its leased space, which totaled approximately 19,800
square  feet.   Its lease term expires January 10, 1997  and  rent  is
being   paid  currently.   The  partnership  anticipates  no   adverse
financial  impact  during  the remainder of  1996  and  management  is
currently  searching for a replacement tenant for  the  vacant  space.
The   total   monthly  rent,  including  tax  and  operating   expense
reimbursements, which is being paid under the terms of  the  Randall's
lease is $3,300.


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

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

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






August 18, 1997     By:  Robert S. Ross
                    President
                    (Principal Executive Officer)









August 18, 1997     By:  Bruce H. Block
                    Vice President
                    (Principal Financial Officer)

</TABLE>