UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                                   
                        Washington, D.C. 20549
                                   
                                   
                               FORM 10-Q
                                   
                                   
            [X]     QUARTERLY REPORT PURSUANT TO SECTION 13
            OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
           For the quarterly period ended September 30, 1996
                                  OR
                                   
            [ ]    TRANSITION REPORT PURSUANT TO SECTION 13
            OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
          For the transition period from ........ to ........
                                   
                                   
                    Commission file number 0-19198
                                   
                                   
               FIRST DEARBORN INCOME PROPERTIES L.P. II
        (Exact name of registrant as specified in its charter)
                                   
                                   
    Delaware                                             36-3591517
(State of organization)                    (IRS Employer Identification No.)
                                   
                                   
 154 West Hubbard Street, Suite 250, Chicago, IL            60610
  (Address of principal executive offices)                (Zip Code)
                                   
                                   
   Registrant's telephone number, including area code (312) 464-0100





Indicate by check mark whether the registrant (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934  during the  preceding  12  months (or for such
shorter period that  the  registrant  was required  to  file  such
reports),  and (2) has  been  subject  to  such  filing requirements
for the past 90 days.  Yes   X   No ____


Units outstanding as of September 30, 1996:  10,000
<PAGE>
                    PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
                            Balance Sheets
                                   
               September 30, 1996 and December 31, 1995
                              (Unaudited)
                                   
                                Assets
<CAPTION>
                                           September 30,    December 31,
                                                   1996            1995
<S>                                          <C>             <C>
Current assets:
     Cash and cash equivalents (note 1)         578,955         353,531
     Rents and other receivables                268,069         289,393
     Due from affiliates                          4,814           6,999
     Prepaid expense                              1,205          21,556
          Total current assets                  853,043         671,479

Investment property, at cost (note 1):
     Land                                     1,201,880       1,201,880
     Building                                 8,350,456       8,336,918
                                              9,552,336       9,538,798
     Less accumulated depreciation           (1,645,557)     (1,445,126)
                                              7,906,779       8,093,672

Investment in unconsolidated
         ventures, at equity (note 2)           291,730         680,842
Deferred leasing and loan costs                  61,823          69,472

     Total assets                             9,113,375       9,515,465


<FN>
          See accompanying notes to the financial statements.
</TABLE>
<PAGE>
<TABLE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
                            Balance Sheets
                                   
               September 30, 1996 and December 31, 1995
                              (Unaudited)
                                   
              Liabilities and Partners' Capital Accounts
<CAPTION>
                                              September 30,   December 31,
                                                      1996           1995
<S>                                              <C>            <C>
Current liabilities:
     Accounts payable and accrued expenses         324,901        406,140
     Due to affiliates (note 3)                      4,527         10,315
     Accrued interest                               32,266         32,980
     Current portion of long-term debt             142,500        141,958
          Total current liabilities                504,194        591,393

Long-term debt                                   4,552,226      4,728,865
Venture partners' equity
          in consolidated venture (note 2)       1,641,333      1,560,090
Tenant security deposits                             5,433          6,333
     Total long-term liabilities                 6,198,992      6,295,288

     Total liabilities                           6,703,186      6,886,681

Partners' capital accounts (deficits) (note 1):
     General partners:
          Capital contributions                      1,000          1,000
          Cumulative net losses                     (3,586)        (4,124)
                                                    (2,586)        (3,124)

     Limited partners:
          Capital contributions                  4,058,963      4,058,963
          Cumulative net losses                   (354,993)      (408,302)
          Cumulative cash distributions         (1,291,195)    (1,018,750)
                                                 2,412,775      2,631,908

      Total partners' capital accounts           2,410,189      2,628,784

Commitments and contingencies (note 2)

      Total Liabilities and Partners' Capital    9,113,375      9,515,465
<FN>
          See accompanying notes to the financial statements.
</TABLE>
<PAGE>

<TABLE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
                 Consolidated Statement of Operations
                                   
            Three months ended September 30, 1996 and 1995
                                   
                              (Unaudited)
                                   
<CAPTION>
                                                    1996            1995
<S>                                              <C>             <C>
Revenues:
     Rental income                               326,452         342,707
     Tenant charges                              151,157         140,140
     Interest income                              11,038           1,481
          Total revenues                         488,647         484,328

Expenses:
     Property operating expenses                 220,128         203,075
     Interest                                     97,041         118,038
     Depreciation                                 57,210          63,798
     Amortization                                  2,650           5,281
     General and administrative expenses           9,015           7,412
          Total expenses                         386,044         397,604

Operating income (loss)                          102,603          86,724

Partnership's share of operations
   of unconsolidated ventures                    (52,261)         (6,295)

Venture partner's share of consolidated
   venture's operations (note 1)                 (47,779)        (43,843)

Net income (loss)                                  2,563          36,586

Net income (loss) per
        limited partnership unit  (note 1)          0.25            3.62

Cash distribution per
        limited partnership unit                    2.06            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 Statement of Operations
                                   
             Nine months ended September 30, 1996 and 1995
                                   
                              (Unaudited)

<CAPTION>
                                                  1996             1995
<S>                                          <C>              <C>
Revenues:
     Rental income                             989,699          984,953
     Tenant charges                            449,376          427,313
     Interest income                            11,038            7,173

          Total revenues                     1,450,113        1,419,439

Expenses:
     Property operating expenses              636,438           593,560
     Interest                                 293,281           355,383
     Depreciation                             200,431           204,361
     Amortization                               7,649            15,842
     General and administrative expenses       73,659            64,995

          Total expenses                    1,211,458         1,234,141

Operating income (loss)                       238,655           185,298

Partnership's share of operations
  of unconsolidated ventures                  (42,990)          (52,090)

Venture partner's share of consolidated
  venture's operations (note 1)              (141,818)         (112,905)

Net income (loss)                              53,847            20,303

Net income (loss) per
 limited partnership unit (note 1)               5.33              2.01

Cash distribution per
 limited partnership unit                       27.24             10.31

<FN>
          See accompanying notes to the financial statements.
</TABLE>
<PAGE>
<TABLE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
                 Consolidated Statements of Cash Flows
                                   
             Nine months ended September 30, 1996 and 1995
                                   
                              (Unaudited)
                                   
<CAPTION>
                                                     1996          1995
<S>                                              <C>           <C>
Cash flows from operating activities:
  Net income (loss)                                53,847        20,303
  Items not requiring (providing)
             cash or cash equivalents:
     Depreciation                                 200,431       204,361
     Amortization                                   7,649        15,842
     Partnership's share of operations of
                   unconsolidated  ventures       389,112        75,297
     Venture partners' share of
          consolidated venture's operations        81,243         7,750

  Changes in:
     Rents and other receivables                   21,324        37,777
     Prepaid expenses                              20,351        24,900
     Accounts payable and accrued expenses        (81,953)      (44,553)
     Due to affiliates                             (3,603)       (5,555)
     Tenant deposits                                 (900)         (325)
Net cash provided by (used in)
                       operating activities       687,501       335,797

Cash flow from investment activities:
     Additions to building and deferred costs     (13,538)      (77,254)
Net cash provided by (used in)
                       investment activities      (13,538)      (77,254)


Cash flows from financing activities:
     Distributions to limited partners           (272,445)     (103,117)
     Principal payments on long-term debt        (176,097)      (52,397)
Net cash used in financing activities            (448,542)     (155,514)

Net increase (decrease) in
                 cash and cash equivalents        225,424       103,029

<FN>
          See accompanying notes to the financial statements.
</TABLE>
<PAGE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
              Notes to Consolidated Financial Statements
                                   
                      September 30, 1996 and 1995
                                   
                              (Unaudited)
                                   
       Readers   of  this  quarterly  report  should  refer   to   the
Partnership's audited financial statements for the fiscal  year  ended
December 31, 1995, which are included in the Partnership's 1995 Annual
Report,  as  certain  footnote disclosures which  would  substantially
duplicate  those  contained in such audited financial statements  have
been omitted from this report.

(1)  Basis of Accounting

     For the three and nine month periods ended September 30, 1996 and
September 30, 1995, the accompanying consolidated financial statements
include the accounts of the Partnership and its consolidated venture -
Sycamore  Mall  Associates  (the  "Venture").   The  effect   of   all
transactions  between  the  Partnership  and  the  Venture  has   been
eliminated.

      The  equity  method  of  accounting  has  been  applied  in  the
accompanying  consolidated financial statements with  respect  to  the
Partnership's  interest in Evanston Galleria Limited  Partnership  and
Country  Isle  Associates for the three and nine month  periods  ended
September 30, 1996 and September 30, 1995.

      The  Partnership records are maintained on the accrual basis  of
accounting  as  adjusted for  Federal income tax  reporting  purposes.
The  accompanying consolidated financial statements have been prepared
from   such  records  after  making  appropriate  adjustments,   where
applicable, to present the  Partnership's accounts in accordance  with
generally accepted accounting principles (GAAP).  Such adjustments are
not  recorded  on the records of the Partnership.  The net  effect  of
these  adjustments for the nine months ended September  30,  1996  and
1995 is summarized as follows:
<TABLE>
<CAPTION>
                                           1996                1995            
                                    GAAP        Tax      GAAP         Tax
                                   Basis      Basis     Basis       Basis
<S>                               <C>       <C>       <C>           <C>
Net income (loss)                 53,847    50,000    (16,285)      6,500

Net income (loss) per
    limited partnership unit        5.33      4.95      (1.61)       0.65
</TABLE>

      The net income (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
($440,061  and  $94,912 at September 30, 1996 and December  31,  1995,
respectively) as cash equivalents.

      Deferred  offering costs were charged to the  partners'  capital
accounts  upon consummation of the offering. Deferred loan  costs  are
amortized over the terms of the related agreements using the straight-
line method.

      Depreciation  on  the investment properties  acquired  has  been
provided  over the estimated useful lives of 5 to 30 years  using  the
straight-line method.

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

(2)  Venture Agreements

       The Partnership has entered into three joint venture agreements
with  partnerships  sponsored by affiliates of the  General  Partners.
Pursuant  to  such  agreements,  the  Partnership  has  made   capital
contributions aggregating $3,652,066 through September 30, 1996.   The
Partnership has acquired, through these ventures, interests in a mixed
use retail/residential property and two shopping centers.

(3)  Transactions with Affiliates

      Fees, commissions and other expenses required to be paid by  the
Partnership to affiliates of the General Partners for the nine  months
ended September 30, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
                                                              Unpaid at
                                                           September 30,
                                           1996     1995           1996
<S>                                      <C>        <C>         <C>
     Reimbursement (at cost) for
              administrative services    15,000     15,000      4,527
                                         15,000     15,000      4,527
</TABLE>
<PAGE>
               FIRST DEARBORN INCOME PROPERTIES L.P. II
                        (a limited partnership)
                       and Consolidated Venture
                                   
        Notes to Consolidated Financial Statements - Continued
                                   
(4)  Unconsolidated Ventures - Summary Information

     Summary income statement information for the combined operations
of Evanston Galleria Limited Partnership and Country Isle Plaza for
the nine months ended September 30, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>


                                            1996              1995
<S>                                        <C>              <C>
     Total revenue                         2,391,634        2,149,134
     Operating income (loss)                (160,100)        (235,000)
     Partnership's share of income (loss)    (42,990)         (55,597)
</TABLE>

(5)  Adjustments

     In the opinion of the Managing General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a
fair presentation have been made to the accompanying consolidated
financial statements as of September 30, 1996 and 1995.
<PAGE>
Item  2.   Management's Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources

      At  September  30,  1996,  the Partnership  had  cash  and  cash
equivalents  of  $578,955 which will be utilized for  working  capital
requirements  and  for  future distributions  to  Partners.   This  is
$225,424  more  than the $353,531 balance at December 31,  1995.   The
Partnership has reduced its regular distribution to Limited  Partners.
The  Partnership is attempting to accumulate additional cash  reserves
to  be  utilized, if needed, during leasing efforts at Sycamore  Mall.
However,  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 nine month  periods
ended  September 30, 1996, the Partnership distributed $20,600  ($2.06
per  unit)  and $272,445 ($27.24 per unit), respectively,  to  Limited
Partners.   This  compares to $20,667 ($2.07 per  unit)  and  $103,117
($10.31)  per  unit  during  the three and nine  month  periods  ended
September  30,  1995.   The  Partnership  plans  to  continue  regular
quarterly  distributions  of  $20,594  ($2.06  per  unit),  from   the
operating cash flows of the Partnership.

      Net cash provided by operating activities during the nine months
ended  September 30, 1996 was $703,327, an increase of  $335,797  from
the  $367,530 of cash provided by operating activities during the nine
months ended September 30, 1995.  The increase results primarily  from
(1)  a  $210,650  special  distribution received  from  Country  Isles
Associates,  (2)  $73,498 in additional cash  flow  from  the  Venture
Partner's  share  of  consolidated operations and  (3)  an  additional
$103,600 of cash flow from unconsolidated ventures.

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

      The  Evanston  Galleria continues to search  for  a  replacement
tenant for approximately 11,500 square feet of retail space, which  is
approximately  14% of the total rentable space in the  building.   One
retail  tenant, which filed a petition for bankruptcy on  January  11,
1994,  stopped paying rent and vacated the premises during  the  third
quarter  of 1995.  As a result, monthly revenues have been reduced  by
$12,657  since the tenant stopped paying rent. Management is currently
negotiating   with  prospective  replacement  tenants.   Additionally,
management  is  continuing  to take legal action  against  the  former
tenant,  although there is currently no estimate of the amount  of  or
timing  of  any payments which may be received.  The maturity  of  the
mortgage indebtedness at Evanston Galleria has been extended to May 1,
1998.  The interest rate on the loan remains at 9% per annum, however,
the  monthly payments have been reduced to $57,143.  This  payment  is
based  on an interest rate of 8.25%.  The amount of interest which  is
not  being paid currently is accruing to the principal amount  of  the
loan.  The interest shortfall will be due at the maturity of the loan,
along with the outstanding principal balance.
<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

     For the three and nine month periods ended September 30, 1996 and
September 30, 1995, 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 uncolidated ventures, its
interest in Evanston Galleria Associates and Country Isles.

      Net  Income  for the three months ended September 30,  1996  was
$2,563  as compared to $20,303 during the three months ended September
30, 1995.  Net Income for the nine months ended September 30, 1996 was
$53,847  as compared to $20,303 during the nine months ended September
30,  1995.   The  improved operating results for the  comparable  nine
month periods are a result of increased profitability at Sycamore Mall
and  Country Isles.  In addition, cash flow from operations  increased
by  $351,797,  from  the prior year.  The increase  in  cash  flow  is
largely  impacted  by the receipt 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.   For the three month period ended  September  30,
1996,  profitability was $34,000 lower than the comparable 1995 period
primarily due to increased losses at Evanston Galleria.

      The  $16,255 (5%) decrease in rental income for the three  month
period  ended September 30, 1996 as compared to the three month period
ended  September 30, 1995 is attributed to a decrease in occupancy  at
Sycamore Mall.  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  additional
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.

      The 11,017 (8%) increase in tenant charges revenue for the three
month  period and the $22,063 (5%) increase for the nine month periods
ended September 30, 1996 as compared to the three month and nine month
periods  ended  September 30, 1995 is attributed  to  an  increase  in
property  operating  expenses  at  Sycamore  Mall.   These  costs  are
partially recoverable from the tenants through tenant charges.

      The $17,053 (8%) increase in property operating expenses for the
three  month and the $42,878 (7%) increase for the nine month  periods
ended September 30, 1996 as compared to the three month and nine month
periods  ended  September 30, 1995 is attributed  to  an  increase  in
insurance and property maintenance expenses at Sycamore Mall.
<PAGE>


       The  $20,997 (18%) decrease in interest expenses for the  three
month  period  and the $62,102 (17%) decrease during  the  nine  month
period  ended  September 30, 1996 as compared to the  three  and  nine
month  periods  ended  September  30,  1995  is  attributable  to  the
refinancing  of  the  mortgage  indebtedness  at  Sycamore  Mall.   In
conjunction with the refinancing, which occurred in October 1995,  the
interest rate was reduced from 9.925% to 8.125%.

      The $8,664 (13%) increase in general and administrative expenses
for  the nine month period ended September 30, 1996 as compared to the
nine  month  period  ended September 30, 1995, is attributable  to  an
increase  in  professional fees related to the annual  audit  and  tax
return  preparation  as well as an increase in partnership  accounting
expenses.

       The   Partnership's  share  of  operations  of   unconsolidated
subsidiaries  resulted in an income allocation of $12,271  during  the
six  months  ended June 30, 1996, as compared to a loss allocation  of
$45,795  during  the six month period ended June 30,  1995.   Evanston
Galleria  had two tenants vacate the property in 1995 which  increased
the  property's  operating  losses.  One of  these  tenants  has  been
replaced  which  has  resulted  in  improved  operating  results.   In
addition,  the operations of Country Isles have 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 $94,039 during the  six
months  ended  June 30, 1996 as compared to an allocation  of  $69,062
during  the  six months ended June 30, 1995.  As a result of  improved
operations at Sycamore Mall during the first six months of  the  year,
the  Partnership has increased 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  total
monthly  rent,  including  tax and operating  expense  reimbursements,
which  is  being  paid  under  the terms of  the  Randall's  lease  is
approximately   $3,300.   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.


                               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
                     03/31/95  06/30/95   09/30/95   12/31/95   03/31/96   06/30/96   09/30/96
<S>                    <C>       <C>        <C>        <C>         <C>       <C>        <C>
Evanston Galleria
Evanston, IL           98%       99%        86%        84%         86%       86%        86%

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

Sycamore Mall
Iowa City, Iowa        99%       98%        97%        97%         95%       86%        87%
<PAGE>


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


Item 6.  Exhibits and Reports on Form 8-K

a)   Exhibits

     None

b)   Reports on Form 8-K

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

<PAGE>


                              SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.



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


                    By:  FDIP, Inc.
                    (Managing General Partner)






November 14, 1996   By:  Robert S. Ross
                    President
                    (Principal Executive Officer)









November 14, 1996   By:  Bruce H. Block
                    Vice President
                    (Principal Financial Officer)

</TABLE>