NATIONAL REAL ESTATE LTD PARTNERSHIP INCOME PROPERTIES II
10-Q, 1995-08-16
REAL ESTATE
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     SECURITIES AND EXCHANGE COMMISSION
     
     Washington, DC 20549
     
     
     FORM 10-Q
     
     
     Quarterly Report Under Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     
     
     
     For Quarter Ended June 30, 1995
     Commission File Number:  01-16874
     
     
     National Real Estate Limited Partnership 
     Income Properties-II
     (Exact name of registrant as specified in its charter)
     
     
     
     
     
     Wisconsin 
     39-1553195           
     (State or other jurisdiction of
     incorporation or organization)                          
     (I.R.S. Employer Identification Number)
     
     
     
     9800 West Bluemound Road, 
     Wauwatosa, Wisconsin  53226-4353
     (Address of principal executive offices)
     (zip code)
     
     
     
     Registrant's telephone number, including area code: 
     (414) 453-3498
     
     
     N/A
     Former name, address and fiscal year if changed since
     last report.
     
     
     
     
     Indicate by check mark whether the registrant (1) has
     filed all reports required to be filed by Sections 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.
     
     
          (X)  Yes    (  ) No<PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROPERTIES-II
     
     
     
     
     INDEX
     
     
     
     
                                                   Page
     
     PART I. FINANCIAL INFORMATION
     
          Balance Sheet (unaudited) - June 30, 1995
               and December 31, 1994 . . . . . . . . .2
     
          Statement of Operations (unaudited) - Three months
     & six months
               ended June 30, 1995 and 1994. . . . . .3
     
          Statement of Cash Flows (unaudited) -
               Six months ended June 30, 1995 and 19944
     
          Notes to Financial Statements (unaudited).5-6
     
          Management's Discussion and Analysis of
               Financial Condition and Results of Operation7
     
     
     PART II. OTHER INFORMATION AND SIGNATURES
     . . . . . . . . . . . . . . . . . . . . . . . .8-9
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP     
     INCOME PROPERTIES-II     
     (A Wisconsin Limited Partnership)  
     Balance Sheet  
     (Unaudited)    
                                June 30,     December 31,
                                   1995           1994 
     ASSETS    
     
          Current Assets:
               Cash           $441,746       $369,244
               Escrow and other deposits (Note 5)
                              28,963         23,254
               Accounts receivable and other assets
                              230            8,346
       Other Assets:
               Investment properties, at cost
                  Land        516,590        516,590
                  Buildings and improvements
                              4,146,330      4,140,774
               
                              4,662,920      4,657,364
                  Less accumulated depreciation
                              1,055,698      985,470
     
                              3,607,222      3,671,894
     
            Intangible Assets:     
             Debt issue costs, net of accumulated
               amortization of $4710 as of December 31,
               1994 and $3,700 as of December 31, 1993
                              3,367          4,377
     
                              $4,081,528     $4,077,115
     
     LIABILITIES AND PARTNERS' CAPITAL  
     
     Liabilities:   
          Accrued expenses and other liabilities
                              $4,856         $1,500
          Tenant security deposits
                              27,474         27,924
          Mortgage notes payable (Note 6)
                              513,333        535,333
          Rent received in advance
                              13,804         10,968
     
                              559,467        575,725
     Partners' Capital (Note 3):   
          General Partners (deficit)
                              30,924         26,792
          Limited Partners    
               (authorized----40,000 Interests;
                              3,491,137      3,474,598
               outstanding--20,653.69)
                              3,522,061      3,501,390
     
                              $4,081,528     $4,077,115
     
     See notes to financial statements.
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROERTIES-II
     (A Wisconsin Limited Partnership)  
     Statement of Operations  
     (Unaudited)    
              Three Months Ended   Six Months ended    
                    June 30,            June 30,
               1995      1994      1995      1994
     Income:                       
          Operating Income
               $191,329  $178,490  $379,812  $353,624
     
               191,329   178,490   379,812   353,624
     Operating expenses: 
          Operating
               80,922    75,526    158,125   149,598
          Administration
               24,780    26,834    58,329    60,608
          Depreciation and amortization
               35,619    35,608    71,238    71,114
          Interest (Note 6)
               9,292     12,008    23,008    22,793
     
               150,613   149,976   310,700   304,113
     
     Income (Loss) from operations
               40,716    28,514    69,112    49,511
     
     Other income (expense):  
          Interest and other income
               6,331     2,716     13,522    4,971
     
            Net Income/(Loss)
               $47,047   $31,230   82,634    54,482
     
     Net Income/(Loss) attributable to  
          General Partners (5%)
               $2,352    $1,561    4,132     2,724
     Net Income/Loss attributable to    
          Limited Partners (95%)
               $44,695   $29,669   78,502    51,757
          Per Limited Partnership  
            Interest outstanding-20,653.69
               $2.16     $1.44     3.80      2.51
     
     See notes to financial statements.
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP 
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Statement of Cash Flows
     (Unaudited)    
                                   Six Months Ended
                                          June 30,
                              1995                1994 
     Operating Activities:    
              Net income (loss) for the period
                              $82,634             $54,481
          Adjustments to reconcile net loss to
          net cash used in operating activities:
               Depreciation and amortization
                              70,228              70,104
               Amortization of debt issue costs
                              1,010               1,010
          Changes in operating assets and liabilities:
               Escrow deposits and other assets
                              2,406               860
               Rents received in advance
                              2,835               1,901
               Accrued expenses and other liabilities
                              3,356               (5,607)
               Tenant security deposits
                              (450)               2,550
               Accrued real estate taxes
                              0                   0
     
     NET CASH PROVIDED BY (USED IN)
     OPERATING ACTIVITIES     162,019             125,299
     
     Investment activity:     
               Additions to investment property
                              (5,556)             0
     
     Financing activities:    
          Distributions to partners
                              (61,961)            (61,961)
          Proceeds from mortgage note payable
                              0                   0
          Payments on mortgage note payable
                              (22,000)            (22,000)
                         
     NET CASH PROVIDED BY FINANCING
     ACTIVITIES               (83,961)            (83,961)
     
     INCREASE (DECREASE) IN CASH
                              72,502              41,338
     
     Cash at beginning of period
                              369,244             278,892
     
     CASH AT END OF PERIOD    $441,746            $320,230
     
     See notes to financial statements.
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Notes to Financial Statements
     (Unaudited)
     June 30, 1995
     
     
      1.  In the opinion of the General Partners, the
               accompanying unaudited financial statements
               contain all adjustments (consisting of normal
               recurring accruals) which are necessary for a fair
               presentation. The statements, which do not include
               all of the information and footnotes required by
               generally accepted accounting principles for
               complete financial statements, should be read in
               conjunction with the National Real Estate Limited
               Partnership Income Properties-II annual report for
               the year ended December 31, 1994. Refer to the
               footnotes of those statements for additional
               details of the Partnership's financial condition.
               The operating results for the period ended June
               30, 1995 may not be indicative of the operating
               results for the entire year.
     
      2.  National Real Estate Limited Partnership Income
               Properties-II (the "Partnership") was organized
               under the Wisconsin Uniform Limited Partnership
               Act pursuant to a Certificate of Limited
               Partnership dated June 5, 1986, to acquire
               primarily existing commercial and residential real
               properties and hotels. John Vishnevsky and
               National Development and Investment, Inc., have
               contributed the sum of $1,000 to the Partnership
               as General Partners. The Limited Partnership
               Agreement had authorized the issuance of 40,000
               Limited Partnership Interests (the "Interests") at
               $250 per Interest with the offering period running
               from August 18, 1986 through August 18, 1988. On
               August 18, 1988, the Partnership concluded its
               offering and capital contributions totaled
               $5,163,031 for 20,653.69 Limited Partnership
               Interests.
     
          Pursuant to the Escrow Agreement with the First
               Wisconsin Trust Company, Milwaukee, Wisconsin,
               until the minimum number of Interests (4,850) and
               investors (100) were subscribed, payments were
               impounded in a special interest-bearing escrow
               account. On February 2, 1987, the Partnership
               received the required minimum capital
               contributions and $1,332,470, representing
               5,329.88 Interests, was released to the
               Partnership.
     
      3.  Changes in Partners' Equity:
     
     LIMITED PARTNERS
     Quarter Ended June 30, 1995 
     Partners' Equity, beginning of quarter  $3,477,423
     Distributions                           (30,981)
     Net Income (Loss)                       44,695
     Partners' Equity, end of quarter        $3,491,137
     
     
     Quarter Ended June 30, 1994
     Partners' Equity, beginning of quarter  $3,477,861
     Distributions                           (30,981)
     Net Income (Loss)                       29,669
     Partners' Equity, end of quarter        $3,476,549
     
     
     GENERAL PARTNERS
     Quarter Ended June 30, 1995 
     Partners' Equity, beginning of quarter  $28,572
     Distributions                           --
     Net Income (Loss)                       2,352
     Partners' Equity, end of quarter        $30,924
     
     
     Quarter Ended June 30, 1994
     Partners' Equity, beginning of quarter  $22,073
     Distributions                           --
     Net Income (Loss)                       1,561
     Partners' Equity, end of quarter        $23,634
     
     
     TOTAL
     Quarter Ended June 30, 1995 
     Partners' Equity, beginning of quarter  $3,505,995
     Distributions                           (30,981)
     Net Income (Loss)                       47,047
     Partners' Equity, end of quarter        $3,522,061
     
     
     Quarter Ended March 31, 1994
     Partners' Equity, beginning of quarter  $3,499,934
     Distributions                           (30,981)
     Net Income (Loss)                       31,230
     Partners' Equity, end of quarter        $3,500,603
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP 
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Notes to Financial Statements (cont'd)
     (Unaudited)
     June 30, 1995
     
     
     4.   National Realty Management, Inc. (NRMI):  The
               Partnership incurred property management fees of
               $20,191 under an agreement with NRMI for the six
               month period ended June 30, 1995.
     
     5.   Amberwood's real estate taxes are prepaid in two
               installments, one in September and one in
               February.
     
     6.   The mortgage note payable is secured by Amberwood
               Apartments. Monthly principal and interest
               payments are required in amounts sufficient to
               fully amortize the loan over 15 years. The
               interest rate is adjustable annually at 1.5% plus
               First Michigan Bank prime rate and is currently at
               10.5%. The note matures on March 1, 1997.
               Maturities of the mortgage from 1995 to 1997 based
               on the current accrual rate, are as follows: 
               $44,000, $44,000, and $447,333.
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP 
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Management's Discussion and Analysis of
     Financial Condition and Results of Operations
     June 30, 1995
     
     The Partnership owns and operates two investment
     properties:  a portion of Cave Creek Lock-It Lockers,
     located in Phoenix, Arizona, and the Amberwood
     Apartments, a 56-unit apartment complex in Holland,
     Michigan.
     
     National Real Estate Limited Partnership Income
     Properties ("NRELP-IP") owns the remaining portion of
     Cave Creek Lock-It Lockers. National Real Estate
     Limited Partnership-VI ("NRELP-VI") owned 12 units of
     Amberwood through February 28, 1992, at which time the
     units were sold to the Partnership for $660,000 and a
     Future Interest Proceeds Agreement. The purchase was
     funded by proceeds of a first mortgage note. The
     mortgage is collateralized by all 56 units of Amberwood
     Apartments. The Partnership is contingently liable to
     pay NRELP-VI proceeds from a future sale of Amberwood
     Apartments as set forth in a Future Interest Proceeds
     Agreement. Upon the future sale of Amberwood
     Apartments, NRELP-VI is entitled to receive 50% of the
     net sales price above $57,500 per unit (reduced by
     normal selling costs) until the Partnership earns a
     cumulative return of 20% on its investment. Beyond
     that, once the Partnership earns its cumulative return
     of 20% on its investment, NRELP-VI will receive 60% of
     the net sales price above $57,500 per unit. NRELP-IP
     and NRELP-VI are Wisconsin limited partnerships,
     affiliated with the General Partners.
     
     Amberwood is located in a wooded setting and is
     conveniently located near shopping, bike paths and
     businesses, and offers superior amenities. The economy
     within the area has remained stable. The rental market
     is very strong which has prompted several apartment
     communities to add additional units. 
     
     Upon the purchase of Cave Creek Lock-It Lockers, the
     Partnership entered into master lease agreements with
     the Seller, Enterprise Growth Group (EGG). The
     Partnership was informed that EGG had been funding the
     lease payments, because cash flow from the property had
     not been sufficient to cover the payments. EGG made
     only a partial lease payment in August of 1991 for
     July's installment and had been delinquent in
     subsequent payments. The General Partners officially
     notified EGG of their default on October 17, 1991.
     Management of the property was turned over to National
     Realty Management, Inc. on November 1, 1991 in order to
     ensure maximization of net operating income to the
     Partnership. As of early 1992, the master lease
     agreements expired. The Partnership started legal
     proceedings relating to collection from EGG and its
     principals. 
     
     Amberwood's occupancy rate for the second quarter of
     1995 was 99.4%. Cave Creek Lock-It Lockers' occupancy
     during the same period was 98.1% based on net rentable
     square footage. During the comparable period in 1994
     occupancy rates were 100% for Amberwood and 99.5% for
     Cave Creek Lock-It Lockers. Rental Rates at Cave Creek
     Lock-It Lockers were increased approximately 11.5% in
     April.
     
     Planned renovations for 1995 include installing a fence
     at Cave Creek Lock-It Lockers and a painting project at
     Amberwood.
     
     Total operating revenues for Amberwood and Cave Creek
     Lock-It Lockers in 1995 are higher than those in 1994
     due to an increase in rental rates and a decrease in
     delinquency at Cave Creek Lock-It Lockers. Operating
     expenses have remained in line with the same quarter of
     1994.  Interest expense has remained in line with the
     same quarter of 1994.
     
     The distributions have remained at $1.50 per share per
     quarter and totaled $30,980.55 for the first quarter.
     These distributions are required to be allocated 100%
     to the Limited Partners, as outlined in the prospectus.
     
          <PAGE>
PART II. OTHER INFORMATION
     
     
     
     Item 6(b). Reports on Form 8-K
     There were no reports on Form 8-K for the quarter ended
          June 30, 1995.<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.



National Real Estate Limited Partnership
Income Properties-II
(Registrant)



Date   /S/May 12, 1995
/S/   John Vishnevsky    
John Vishnevsky
President and Chief Operating and
Executive Officer
National Development and Investment, Inc.
Corporate General Partner


Date  /S/May 12, 1995
/S/   John Vishnevsky    
John Vishnevsky
Chief Financial and Accounting Officer



Date  /S/May 12, 1995 
Stephen P. Kotecki  
Stephen P. Kotecki
President 
EC Corp
Corporate General Partner





B:\NIP2-2QT.ELE<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                         470,709
<SECURITIES>                                         0
<RECEIVABLES>                                      230
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               470,939
<PP&E>                                       4,662,920
<DEPRECIATION>                               1,055,698
<TOTAL-ASSETS>                               4,081,528
<CURRENT-LIABILITIES>                           46,134
<BONDS>                                        513,333
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   3,522,061<F1>
<TOTAL-LIABILITY-AND-EQUITY>                 4,081,528
<SALES>                                              0
<TOTAL-REVENUES>                               197,660
<CGS>                                                0
<TOTAL-COSTS>                                  141,321
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               9,292
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    47,047
<EPS-PRIMARY>                                     2.16<F2>
<EPS-DILUTED>                                        0
<FN>
<F1>Refers to General Partners & Limited Partners capital.
<F2>95% Limited Partners  Interest Outstanding = 20,653.69.
</FN>
        

</TABLE>


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