DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
10QSB, 2000-11-13
REAL ESTATE
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     FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                 For the quarterly period ended September 30, 2000


[ ] 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 2-85829


                DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
       (Exact name of small business issuer as specified in its charter)



           New York                                              13-3202289
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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___



<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

a)

                  DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

                                  BALANCE SHEET
                                   (Unaudited)
                          (in thousands, except unit data)

                               September 30, 2000
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  226
   Receivables and deposits                                                      93
   Other assets                                                                 192
   Investment property:
      Land                                                    $ 1,287
      Buildings and related personal property                   6,870
                                                                8,157
      Less accumulated depreciation                            (6,050)        2,107

                                                                            $ 2,618
Liabilities and Partners' Capital (Deficit)
Liabilities
   Accounts payable                                                           $  44
   Tenant security deposit liabilities                                           67
   Accrued property taxes                                                       118
   Other liabilities                                                             80
   Mortgage note payable                                                      4,186

Partners' Capital (Deficit)
   General partner                                              $  34
   Limited partners (37,273 units issued and
      outstanding)                                             (1,911)       (1,877)

                                                                            $ 2,618
</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>


b)
                  DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                          (in thousands, except unit data)
<TABLE>
<CAPTION>

                                                      Three Months             Nine Months
                                                   Ended September 30,     Ended September 30,
                                                    2000        1999        2000        1999
                                                             (Restated)              (Restated)
Revenues:
<S>                                                 <C>          <C>      <C>         <C>
  Rental income                                     $  389       $ 348    $ 1,103     $ 1,002
  Other income                                          34          19         96          57
       Total revenues                                  423         367      1,199       1,059
Expenses:
  Operating                                            169         170        488         455
  General and administrative                            47          28        129         105
  Depreciation                                          80          71        240         208
  Interest                                              86          69        220         208
  Property taxes                                        36          37        110         112
       Total expenses                                  418         375      1,187       1,088

Income (loss) before equity in net (loss)
  income of joint  venture, (loss) gain on sale
  of investment in joint venture, discontinued
  operations, gain on sale  of discontinued
  operations, and extraordinary loss                     5          (8)        12         (29)
Equity in net (loss) income of joint venture            --         (62)        50          35
Income (loss) before (loss) gain on sale of
  investment in joint venture, discontinued
  operations, gain on sale of discontinued
  operations, and extraordinary loss                     5         (70)        62           6

(Loss) gain on sale of investment in joint
  venture                                               (7)         --      2,667          --
(Loss) income from continuing operations                (2)        (70)     2,729           6
Loss from discontinued operations                       --         (35)        --         (29)
Gain on sale of discontinued operations                 --       1,837         --       1,837
Extraordinary loss on early extinguishment
  of debt of discontinued operations                    --         (45)        --         (45)
Net (loss) income                                   $   (2)    $ 1,687    $ 2,729     $ 1,769

Net (loss) income allocated to general
  partner                                           $   --        $ (2)      $ 27        $ (1)
Net (loss) income allocated to limited
  partners                                              (2)      1,689      2,702       1,770
                                                    $   (2)    $ 1,687    $ 2,729     $ 1,769
Per limited partnership unit:
  Income (loss) before (loss) gain on sale of
   investment in joint venture, discontinued
   operations, gain on sale of discontinued
   operations, and extraordinary loss               $ 0.14     $ (1.83)    $ 1.66      $ 0.19
  (Loss) gain on sale of investment in
   joint venture                                     (0.19)         --      70.83          --
  (Loss) income from continuing operations           (0.05)      (1.83)     72.49        0.19
  Loss from discontinued operations                     --       (0.94)        --       (0.78)
  Gain on sale of discontinued operations               --       49.29         --       49.29
  Extraordinary loss                                    --       (1.21)        --       (1.21)
Net (loss) income                                  $ (0.05)    $ 45.31    $ 72.49     $ 47.49
Distributions per limited partnership unit         $ 26.88     $    --    $123.79     $    --
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

c)

                  DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

                STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                       Limited
                                      Partnership    General     Limited
                                         Units       Partner     Partners     Total

<S>                                      <C>           <C>        <C>        <C>
Original capital contributions           37,273        $   1      $18,637    $18,638

Partners' capital at
   December 31, 1999                     37,273        $   7      $     1    $     8

Distributions to limited partners            --           --       (4,614)    (4,614)

Net income for the nine months
   ended September 30, 2000                  --           27        2,702      2,729

Partners' capital (deficit) at
   September 30, 2000                    37,273        $  34       $(1,911)   $(1,877)
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

d)

                  DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (in thousands)
<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                  2000        1999
Cash flows from operating activities:
<S>                                                             <C>          <C>
   Net income                                                   $ 2,729      $ 1,769
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
        Depreciation                                                240          208
        Amortization of lease commissions and loan costs             13           16
        Equity in net income of joint venture                       (50)         (35)
        Bad debt expense, net                                        34           53
        Gain on sale of investment in joint venture              (2,667)          --
        Gain on sale of discontinued operations                      --       (1,837)
        Extraordinary loss on early extinguishment of debt
          of discontinued operations                                 --           45
        Change in accounts:
          Receivables and deposits                                   (2)         (16)
          Other assets                                              (15)         (25)
          Investment in discontinued operations                      --       (1,129)
          Accounts payable                                          (33)          43
          Tenant security deposit liabilities                         3           (8)
          Accrued property taxes                                    118          (30)
          Other liabilities                                         (16)          30
            Net cash provided by (used in)
               operating activities                                 354         (916)

Cash flows from investing activities:
   Distribution received from joint venture                         117          275
   Proceeds from sale of investment in joint venture              3,000           --
   Proceeds from sale of discontinued operations                     --        3,575
   Property improvements and replacements                          (220)        (263)
            Net cash provided by investing activities             2,897        3,587

Cash flows from financing activities:
   Payments on mortgage notes payable                               (78)         (90)
   Repayment of mortgage note payable                            (3,058)          --
   Proceeds from mortgage note payable                            4,200           --
   Loan costs paid                                                 (166)          --
   Distributions to limited partners                             (4,614)          --
            Net cash used in financing activities                (3,716)         (90)

Net (decrease) increase in cash and cash equivalents               (465)       2,581

Cash and cash equivalents at beginning of period                    691          564
Cash and cash equivalents at end of period                       $  226      $ 3,145

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $  200        $ 264

At  December  31,  1999,  approximately  $33,000 of  property  improvements  and
replacements were in accounts payable.
</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>

e)

                  DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited financial  statements of Drexel Burnham Lambert Real
Estate Associates II (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of the DBL Properties Corporation ("DBL" or
the  "General  Partner"),   all  adjustments  (consisting  of  normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating results for the three and nine month periods ended September 30, 2000,
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  December 31,  2000.  For further  information,  refer to the
financial  statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1999.

Certain  reclassifications have been made to the 1999 balances to conform to the
2000 presentation.

Note B - Transactions with Related Parties

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The  Partnership  Agreement  provides  for certain  payments to  affiliates  for
services and reimbursements of certain expenses incurred by affiliates on behalf
of the Partnership.  The following  transactions  with affiliates of the General
Partner were incurred during the nine months ended September 30, 2000 and 1999:

                                                         2000       1999
                                                          (in thousands)

         Property management fees (included in
           operating expense)                            $ 57       $ 54
         Reimbursement for services of affiliates
           (included in investment property and
           operating and general and administrative
           expense)                                        50         35

During the nine months  ended  September  30, 2000 and 1999,  affiliates  of the
General  Partner  were  entitled  to  receive  5% of  gross  receipts  from  the
Partnership's  residential  property for providing property management services.
The Partnership  paid to such affiliates  approximately  $57,000 and $54,000 for
the nine month periods ended September 30, 2000 and 1999, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $50,000 and $35,000 for the
nine months ended September 30, 2000 and 1999, respectively.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 6,900 limited  partnership
units in the Partnership representing 18.512% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable to the interest of the General  Partner  because of their  affiliation
with the General Partner.

Note C - Investment in Joint Venture and Sale of Investment in Joint Venture

Table Mesa

Table Mesa Shopping Center Partnership was formed in 1985, as a joint venture to
own and operate a shopping center in Boulder,  Colorado. The Partnership owned a
50% interest in this joint venture.  The Partnership's  equity in the operations
of Table Mesa,  after an adjustment for allocation of depreciation  based on its
basis in the property,  amounted to income of approximately  $50,000 and $35,000
for the nine  months  ended  September  30,  2000 and  1999,  respectively.  The
Partnership's  equity in the  operations  of Table  Mesa  amounted  to a loss of
approximately  $62,000 for the three months ended  September  30, 1999. On March
17, 2000,  the  Partnership  sold its  investment in joint  venture,  Table Mesa
Shopping  Center ("Table Mesa") for  approximately  $3,000,000.  The Partnership
realized a gain of approximately $2,667,000 on the sale during the first quarter
of 2000.

The Table Mesa joint venture agreement  provides,  among other things,  that the
Partnership shall be entitled to receive a cash flow preference,  as defined, of
$252,000  per year,  which is  equivalent  to a 9%  return on the  Partnership's
initial cash  investment.  The annual  preference is not cumulative.  During the
nine  months  ended  September  30,  2000 and  1999,  the  Partnership  received
distributions  from the Table Mesa joint venture of  approximately  $117,000 and
$275,000, respectively.

Summarized results of operations for Table Mesa for the three months ended March
31,  2000 and the nine  months  ended  September  30,  1999,  are as follows (in
thousands):

                                          Nine Months Ended   Nine Months Ended
                                         September 30, 2000   September 30, 1999

            Total revenues                      $ 451              $ 1,800
            Total expenses                       (346)              (1,549)

               Net income                       $ 105               $  251

Note D - Refinancing

On  June  30,  2000,  the  Partnership   refinanced  the  mortgage   encumbering
Presidential House.  Interest on the new mortgage is 7.96%.  Interest on the old
mortgage was 8.00%.  The  refinancing  replaced  indebtedness  of  approximately
$3,058,000,  including  accrued  interest of  approximately  $20,000  with a new
mortgage in the amount of $4,200,000.  Payments of approximately $35,000 are due
on the first day of each month until the loan matures on July 1, 2020. The prior
note matured in September 1999.

Note E - Distributions

The Partnership  distributed  approximately  $4,614,000 to the limited  partners
($123.79  per  limited  partnership  unit)  during the nine month  period  ended
September 30, 2000. These  distributions  consisted of approximately  $2,970,000
($79.68  per  limited  partnership  unit)  of  proceeds  from  the  sale  of the
Partnership's investment in the Table Mesa joint venture, approximately $981,000
($26.32  per  limited  partnership  unit) of proceeds  from the  refinancing  of
Presidential  House and approximately  $663,000 ($17.79 per limited  partnership
unit) of cash from operations.  No distributions were made during the nine month
period ended September 30, 1999.

Note F - Discontinued Operations

On September 9, 1999, the Partnership sold Wendover  Business Park II ("Wendover
II")  to an  unaffiliated  third  party.  Wendover  II was the  only  commercial
property  owned  by  the   Partnership   and  represented  one  segment  of  the
Partnership's  operations.  Due to the sale of this property, the results of the
commercial  segment have been shown as loss from  discontinued  operations.  The
revenues  of this  property  were  approximately  $64,000 and  $271,000  and the
restated  loss from  operations  was  approximately  $35,000 and $29,000 for the
three and nine months ended September 30, 1999, respectively.

Note G - Segment Reporting

Description  of the types of products  and services  from which each  reportable
segment derives its revenues:

The Partnership had two reportable segments: residential property and commercial
property.  The  Partnership's   residential  property  segment  consists  of  an
apartment complex in North Miami Beach, Florida. The Partnership rents apartment
units to  tenants  for  terms  that are  typically  twelve  months  or less.  On
September 9, 1999,  the  commercial  property  was sold to an  unrelated  party.
Therefore,  the commercial segment is reflected as discontinued  operations (see
"Note F" for further discussion).

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1999.

Factors management used to identify the enterprise's reportable segments:

The  Partnership's  reportable  segments are  investment  properties  that offer
different products and services.  The reportable segments are managed separately
because they provide  distinct  services  with  different  types of products and
customers.

Segment  information  for the three and nine month periods  ended  September 30,
2000 and 1999, is shown in the tables below (in  thousands).  The "Other" column
includes  Partnership  administration  related  items and income and expense not
allocated to the reportable segment.

<TABLE>
<CAPTION>

               Three Months Ended
               September 30, 2000                  Residential     Other      Totals

<S>                                                   <C>           <C>         <C>
Rental income                                         $  389        $  --       $ 389
Other income                                              24           10          34
Interest expense                                          86           --          86
Depreciation                                              80           --          80
General and administrative expense                        --           47          47
Loss on sale of investment in joint venture               --           (7)         (7)
Segment profit (loss)                                     42          (44)         (2)


                Nine Months Ended
               September 30, 2000                  Residential     Other       Totals

Rental income                                        $ 1,103        $  --     $ 1,103
Other income                                              51           45          96
Interest expense                                         220           --         220
Depreciation                                             240           --         240
General and administrative expense                        --          129         129
Equity in income of joint venture                         --           50          50
Gain on sale of investment in joint venture               --        2,667       2,667
Segment profit                                            96        2,633       2,729
Total assets                                           2,520           98       2,618
Capital expenditures for investment property             187           --         187


      Three Months Ended
      September 30, 1999         Residential      Commercial       Other      Totals
                                                (discontinued)
Rental income                       $  348            $ --          $  --       $ 348
Other income                            15              --              4          19
Interest expense                        69              --             --          69
Depreciation                            71              --             --          71
General and administrative
  expense                               --              --             28          28
Equity in loss of joint
  venture                               --              --            (62)        (62)
Loss from discontinued
  operations                            --             (35)            --         (35)
Gain on sale of discontinued
  operations                            --           1,837             --       1,837
Extraordinary loss on early
  extinguishment of debt of
  discontinued operations               --             (45)            --         (45)
Segment profit (loss)                   16           1,757            (86)      1,687


       Nine Months Ended
      September 30, 1999         Residential      Commercial       Other      Totals
                                                (discontinued)
Rental income                      $ 1,002           $  --          $  --     $ 1,002
Other income                            45              --             12          57
Interest expense                       208              --             --         208
Depreciation                           208              --             --         208
General and administrative
  expense                               --              --            105         105
Equity in income of joint
  venture                               --              --             35          35
Loss from discontinued
  operations                            --             (29)            --         (29)
Gain on sale of discontinued
  operations                            --           1,837             --       1,837
Extraordinary loss on early
  extinguishment of debt of
  discontinued operations               --             (45)            --         (45)
Segment profit (loss)                   64           1,763            (58)      1,769
Total assets                         2,389             144          3,509       6,042
Capital expenditures for
  investment properties                263              --             --         263
</TABLE>

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained in this Form 10-QSB and other filings with the Securities
and  Exchange  Commission  made  by the  Partnership  from  time  to  time.  The
discussion of the  Partnership's  business and results of operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the Partnership's  business and results of
operations.  Accordingly,  actual  results  could differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership owns and operates one investment property: Presidential House at
Sky Lake  ("Presidential"),  a residential  apartment  complex  located in North
Miami Beach, Florida. The average occupancy for Presidential was 96% and 93% for
the nine months ended September 30, 2000 and 1999, respectively. The Partnership
attributes the increase in occupancy to improved marketing efforts.

Results of Operations

The Partnership  realized net income of approximately  $2,729,000 and $1,769,000
for the nine  months  ended  September  30,  2000 and  1999,  respectively.  The
Partnership  realized  a net loss of  approximately  $2,000  and net  income  of
approximately  $1,687,000  for the three month periods ended  September 30, 2000
and 1999,  respectively.  The  increase in net income for the nine months  ended
September  30,  2000 is  primarily  attributable  to the gain on the sale of the
investment in joint venture on March 17, 2000. The  Partnership  realized income
before  (loss) gain on the sale of  investment  in joint  venture,  discontinued
operations,  gain on sale of discontinued  operations and extraordinary  loss of
approximately  $62,000 and $6,000 for the nine month periods ended September 30,
2000 and 1999,  respectively.  This  increase is primarily  due to a increase in
equity in net income of the joint  venture  and an  increase  in total  revenues
partially  offset by an increase in total  expenses.  The  Partnership  realized
income  before  gain  on sale  of  investment  in  joint  venture,  discontinued
operations,  gain on sale of discontinued  operations and extraordinary loss for
the three month period ended September 30, 2000 and 1999 of approximately $5,000
and net loss of approximately $70,000, respectively.  This increase is primarily
a result of a  decrease  in the equity in net loss of the joint  venture  and an
increase in total revenues partially offset by an increase in total expenses.

Total  revenues for the three and nine month periods  ended  September 30, 2000,
increased  primarily  as a result of an  increase  in rental  and other  income.
Rental  income  increased  primarily  as a  result  of an  increase  in  average
occupancy,  as noted above,  and an increase in the average rental rates.  Other
income increased  primarily as a result of an increase in interest income due to
higher average cash balances held in interest bearing accounts.  The increase in
other income is also due to the decrease in bad debt expense as a result of less
delinquent accounts in 2000.

Total expenses for the nine months ended September 30, 2000 increased  primarily
as a result of increases in operating, general and administrative,  interest and
depreciation  expenses.  Total expenses for the three months ended September 30,
2000,   increased   primarily   as  a  result  of   increases   in  general  and
administrative,  interest and depreciation  expenses.  The increase in operating
expenses for the nine month  period is primarily  due to an increase in salaries
at  Presidential  House and an increase in  insurance  expense as a result of an
insurance  premium refund received in 1999, which was offset against the expense
in 1999. The increase in interest expense is primarily due to the refinancing of
the mortgage  encumbering  Presidential House,  resulting in a larger portion of
the  debt  service  payment  being  allocated  to  interest.   The  increase  in
depreciation  expense for both periods is primarily  due to  depreciable  assets
placed into service during the past twelve months.

The increase in general and administrative expense for both periods is primarily
due to an increase in professional  fees and an increase in the cost of services
included in the  management  reimbursements  to the  General  Partner as allowed
under the  Partnership  Agreement.  Also included in general and  administrative
expense are costs associated with the quarterly and annual  communications  with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement.

On March 17, 2000,  the  Partnership  sold its  investment in the joint venture,
Table Mesa Shopping  Center ("Table  Mesa") for  approximately  $3,000,000.  The
Partnership realized a gain of approximately $2,667,000 on the sale.

On September 9, 1999, the Partnership sold Wendover  Business Park II ("Wendover
II")  to an  unaffiliated  third  party.  Wendover  II was the  only  commercial
property  owned  by  the   Partnership   and  represented  one  segment  of  the
Partnership's  operations.  Due to the sale of this property, the results of the
commercial  segment  have been shown as loss from  discontinued  operation.  The
revenues  of this  property  were  approximately  $64,000 and  $271,000  and the
restated  income from operations was  approximately  $35,000 and $29,000 for the
three and nine months ended September 30, 1999, respectively.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market environment of its investment  property to assess the
feasibility of increasing rents,  maintaining or increasing occupancy levels and
protecting the Partnership from increases in expense.  As part of this plan, the
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall occupancy level. However, due to changing market conditions,  which
can  result in the use of rental  concessions  and rental  reductions  to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Capital Resources and Liquidity

At  September  30,  2000,  the  Partnership  had cash and  cash  equivalents  of
approximately $226,000 as compared to approximately  $3,145,000 at September 30,
1999. For the nine months ended  September 30, 2000,  cash and cash  equivalents
decreased  approximately $465,000 from the Partnership's year ended December 31,
1999.  The  decrease  in  cash  and  cash  equivalents  is due to  approximately
$3,716,000   of  cash  used  in  financing   activities   partially   offset  by
approximately   $2,897,000  of  cash  provided  by  investing   activities   and
approximately  $354,000 of cash provided by operating  activities.  Cash used in
financing  activities  consists of  repayment  of the  existing  loan balance at
Presidential House, loan costs in relation to the refinancing,  distributions to
the limited partners, and payments on the mortgage encumbering the Partnership's
investment  property  partially  offset by proceeds from the  refinancing of the
loan  encumbering  Presidential  House.  Cash  provided by investing  activities
consists  of  proceeds  from the sale of the  investment  in joint  venture  and
distributions  received  from the joint  venture  partially  offset by  property
improvements  and  replacements.  The  Partnership  invests its working  capital
reserves in a money market account.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the property to adequately maintain the physical asset
and other operating needs of the Partnership and to comply with Federal,  state,
and local legal and regulatory  requirements.  Capital  improvements planned for
the Partnership's remaining investment property are detailed below.

Presidential House

Approximately  $149,000 has been budgeted for 2000 for capital  improvements  at
Presidential  House  consisting   primarily  of  floor  covering   replacements,
appliance  replacements,  structural  improvements,  plumbing improvements,  and
swimming pool enhancements. During the nine months ended September 30, 2000, the
Partnership completed  approximately $187,000 of budgeted and unbudgeted capital
improvements   consisting   primarily  of  exterior  painting,   floor  covering
replacements,  structural and plumbing  improvements.  These  improvements  were
funded from operating cash flow.  Additional  improvements may be considered and
will depend on the physical  condition of the property as well as operating cash
flow and anticipated cash flow generated by the property.

The Partnership's  current assets are thought to be sufficient for any near term
needs (exclusive of capital improvements) of the Partnership.  On June 30, 2000,
the Partnership  refinanced the mortgage  encumbering  Presidential  House.  The
interest  rate  on the new  mortgage  is  7.96%.  The  interest  rate on the old
mortgage was 8.00%.  The  refinancing  replaced  indebtedness  of  approximately
$3,058,000,  including  accrued  interest of  approximately  $20,000  with a new
mortgage in the amount of $4,200,000.  Payments of approximately $35,000 are due
on the first day of each month until the loan matures on July 1, 2020. The prior
note matured in September 1999.

The Partnership  distributed  approximately  $4,614,000 to the limited  partners
($123.79  per  limited  partnership  unit)  during the nine month  period  ended
September 30, 2000. These  distributions  consisted of approximately  $2,970,000
($79.68  per  limited  partnership  unit)  of  proceeds  from  the  sale  of the
Partnership's investment in the Table Mesa joint venture, approximately $981,000
($26.32  per  limited  partnership  unit) of proceeds  from the  refinancing  of
Presidential  House and approximately  $663,000 ($17.79 per limited  partnership
unit) of cash from operations.  No distributions were made during the nine month
period  ended  September  30, 1999.  The  Partnership's  distribution  policy is
reviewed on an annual basis. Future cash distributions will depend on the levels
of net cash generated from operations,  the  availability of cash reserves,  and
the timing of the debt maturity, refinancing, and/or property sale. There can be
no assurance,  however, that the Partnership will generate sufficient funds from
operations after required capital  improvements to permit further  distributions
to its partners in the remainder of 2000 or subsequent periods.

<PAGE>


                           PART II - OTHER INFORMATION


ITEM 6      EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2000.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II


                                 By:      DBL Properties Corporation
                                          Its General Partner


                                 By:      /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                 By:      /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                 Date:



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