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, 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 March 31, 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
                                   
                 March 31, 1998 and December 31, 1997
                              (Unaudited)
                                   
                                Assets
<CAPTION>
                                           March 31, December 31,
                                                1998           1997
<S>
<C>                            <C>
Current assets:
     Cash and cash equivalents (note 1)            1,005,502      1,659,443
     Rents and other receivables                     321,229        317,315
     Due from affiliates                              13,797         14,122
     Prepaid expense                                  11,225         19,122
          Total current assets                     1,351,753      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                (2,104,077)    (2,032,976)
                                                   7,469,902      7,541,003

Investment in unconsolidated venture,
   at equity (note 2)                               (68,191)       (58,669)
Deferred leasing and loan costs                      47,094         49,488

     Total assets                                 8,800,558      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
                                   
                 March 31, 1998 and December 31, 1997
                              (Unaudited)
                                   
              Liabilities and Partners' Capital Accounts
<CAPTION>
                                                   March 31,      December 31,
                                                   1998           1997
<S>                                                <C>            <C>
Current liabilities:
     Accounts payable and accrued expenses           406,544        328,632
     Accrued interest                                 30,702         30,976
     Current portion of long-term debt               170,200        166,915
          Total current liabilities                  607,446        526,523

Long-term debt                                     4,364,266      4,408,018
Venture partners' equity in
  consolidated venture (note 2)                    1,497,055      1,508,231
Tenant security deposits                               5,433          5,433
     Total long-term liabilities                   5,856,741      5,921,682

     Total liabilities                             6,474,200      6,448,205

Partners' capital accounts (deficits):
     General partners:
          Capital contributions                        1,000         1,000
          Cumulative net income                        4,013         4,280
                                                       5,013         5,280
     Limited partners:
          Capital contributions                    4,058,963     4,058,963
          Cumulative net income                      397,280       423,674
          Cumulative cash distributions           (2,134,898)   (1,394,298)
                                                   2,321,345     3,088,339

      Total partners' capital accounts             2,326,358     3,093,619

Commitments and contingencies (note 2)

      Total Liabilities and Partners' Capital     8,800,558     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 March 31, 1998 and 1997
                                   
                              (Unaudited)
                                   
<CAPTION>
                                                 1998          1997
<S>                                            <C>             <C>
Revenues:
     Rental income                                 293,086          311,903
     Tenant charges                                136,486          155,510
     Interest income                                15,101            4,287
          Total revenues                           444,673          471,700

Expenses:
     Property operating expenses                   237,458          226,667
     Interest                                       92,382           95,550
     Depreciation                                   71,101           72,879
     Amortization                                    2,395            2,601
     General and administrative expenses            46,008           41,981

          Total expenses                           449,343          439,679

Operating income (loss)                             (4,671)          32,021

Partnership's share of operations
   of unconsolidated ventures                       (9,522)         (14,066)

Venture partner's share of consolidated
   venture's operations (note 1)                   (12,468)         (32,871)

Net income (loss)                                  (26,661)         (14,916)

Net income (loss) per
   limited partnership unit                         (2.64)            (1.48)

Cash distribution per limited partnership unit      74.06              2.07

<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, 1998 and 1997
                                   
                              (Unaudited)
                                   
<CAPTION>
                                                 1998            1997
<S>                                              <C>             <C>
Cash flows from operating activities:
  Net income (loss)                                  (26,661)        (14,916)
  Items not requiring (providing)
         cash or cash equivalents:
     Depreciation                                     71,101          72,879
     Amortization                                      2,395           2,601
     Partnership's share of operations of
      unconsolidated ventures - net of distributions   9,522          51,020
     Venture partners' share of
      consolidated venture's operations              (11,176)        (46,346)

  Changes in:
     Rents and other receivables                      (3,914)         42,662
     Due from affiliates                                 325          (2,492)
     Prepaid expenses                                  7,897          13,501
     Accounts payable and accrued expenses            77,638         (68,600)
Tenant deposits                                            -               -
Net cash provided by operating activities            127,126          50,309

Cash flow from investment activities:
Additions to building and deferred costs                  -                -
Net cash provided by investment activities                -                -

Cash flows from financing activities:
     Distributions to limited partners             (740,600)         (20,703)
     Principal payments on long-term debt           (40,467)         (37,320)
Net cash used in financing activities              (781,067)         (58,023)

Net increase (decrease) in
     cash and cash equivalents                     (653,941)          (7,714)

<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, 1998 and 1976
                                   
                              (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 nine month periods ended March 31, 1998  and
March  31,  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
months  ended  March  31, 1998 and March 31,  1997  and  Country  Isle
Associates for the three months ended March 31, 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 three months ended March 31, 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)                   (26,661)   (29,000)   (14,916)   (13,100)

Net income (loss) per
   limited partnership unit           (2.64)     (2.87)     (1.48)    (1.30)
</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 ($683,919 and $1,400,707 at March 31, 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 March 31, 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  March  31,  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 three months
ended March 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
                                                                   Unpaid at
                                                                   Mar 31,
                                                        1998       1997                                    1998
<S>                                       <C>           <C>        <C>
     Reimbursement (at cost) for
         administrative services            5,000       5,000           -
                                            5,000       5,000           -
</TABLE>

 (4)  Unconsolidated Venture - Summary Information

     Summary income statement information for Evanston Galleria
Limited Partnership for the three months ended March 31,1998 and
Evanston Galleria Limited Partnership and Country Isle Plaza for the
three months ended March 31,1997, is as follows:
<TABLE>
<CAPTION>


                                            1998               1997
<S>                                         <C>                <C>
     Total revenue                           326,573           796,358
     Operating income (loss)                 (35,068)          (51,803)
     Partnership's share of income (loss)     (9,522)          (14,066)
</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, 1998 and 1997.
<PAGE>
Item  2.   Management's Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources

      At  March 31,1998, the Partnership had cash and cash equivalents
of  $1,005,502 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.  Net cash  provided  by
operating  activities  during the quarter ended  March  31,  1998  was
$127,126, an increase of $76,817 from the $50,309 of cash provided  by
operating  activities during the quarter ended March 31,  1997.   This
improvement relates to the timing of property tax payments at Sycamore
Mall.   Payments  normally made in the first quarter were  prepaid  at
December 31, 1997.

     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  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.   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 month periods ended March 31, 1998 and March  31,
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 months ended March 31, 1998 and  March
31,  1997 and Country Isle Associates for the three months ended March
31, 1997.

      Accounts payable and accrued expenses have increased $77,912  to
$406,544  as  of  March 31, 1998 from $328,632 at December  31,  1997.
This  increase  relates  primarily to the timing  of  the  payment  of
property taxes at Sycamore Mall.

      The  $18,817 (6%) decrease in rental income for the three  month
period  ended  March  31, 1998 as compared to the three  month  period
ended  March  31, 1997 is attributed to the vacancy of  several  small
retail tenants, shortly after the holiday shopping season, at Sycamore
Mall.   Occupancy at Sycamore Mall has fallen to 85% as of  March  31,
1998   Income from tenant charges decreased $19,024 (12%)  during  the
three  months  ended March 31, 1998 as compared to  the  three  months
ended  March  31,  1997.   This decrease results  from  the  decreased
occupancy levels at Sycamore Mall.

      The $10,791 (5%) increase in property operating expenses for the
three  months  ended March 31, 1998 as compared to  the  three  months
ended  March 31, 1997 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  $4,027 increase in general and administrative expenses  for
the  three month periods ended March 31, 1998 as compared to the three
month  periods ended March 31, 1997 is attributable to an increase  in
professional and accounting fees related to the 1997 year-end.

       The   Partnership's  share  of  operations  of   unconsolidated
subsidiaries resulted in a loss allocation of $9,522, during the three
months  ended  March  31, 1998, as compared to a  loss  allocation  of
$14,066  during the three month period ended March 31, 1997.  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.   Evanston  Galleria's
allocation  shows an improvement of $8,000 from the prior year,  which
results from the increased occupancy at Evanston Galleria.

     The Partnership's allocation of consolidated venture's operations
to  the venture partners was an allocation of $12,468 during the three
months  ended March 31, 1998 as compared to an allocation  of  $32,871
during  the  three  months ended March 31, 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.


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

Country Isles (sold 1997)
Ft. Lauderdale, FL          100%      99%      100%        n/a        n/a

Sycamore Mall
Iowa City, Iowa              88%      89%       89%        90%        85%
<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 21, 1998        By:  Robert S. Ross
                    President
                    (Principal Executive Officer)







May 21, 1998        By:  Bruce H. Block
                    Vice President
                    (Principal Financial Officer)

</TABLE>