SHELBOURNE PROPERTIES II INC
S-4/A, EX-23.1, 2000-12-14
REAL ESTATE INVESTMENT TRUSTS
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                                                                  Exhibit 23.1


                         CONSENT OF ROSENMAN & COLIN LLP

         We hereby consent to the references to this firm in the Registration
Statement on Form S-4 of Shelbourne Properties II, Inc. under the captions
"SUMMARY," "THE CONVERSION," "FEDERAL INCOME TAX CONSEQUENCES" and "LEGAL
MATTERS."



                                                           ROSENMAN & COLIN LLP



New York, New York
December 14, 2000






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