UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II /MI/
10-Q, 1995-11-14
REAL ESTATE
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

 For the Quarter Ended September 30, 1995        Commission File No. 0-16701




            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

                         A MICHIGAN LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


            MICHIGAN                                      38-2702802
 (State or other jurisdiction of                       (I.R.S. employer
  incorporation or organization)                     identification number)


                 280 DAINES STREET, BIRMINGHAM, MICHIGAN 48009
              (Address of principal executive offices) (Zip Code)


                                 (810) 645-9261
              (Registrant's telephone number, including area code)




         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 [    ]

<PAGE>   2

          UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                       A MICHIGAN LIMITED PARTNERSHIP

                                     INDEX



<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                          <C>      


PART I           FINANCIAL INFORMATION

  ITEM 1.        FINANCIAL STATEMENTS                                               3

                 Balance Sheets
                 September 30, 1995 (Unaudited) and
                 December 31, 1994                                                  3

                 Statements of Income
                 Nine months ended September 30, 1995
                 and 1994 and Three months ended
                 September 30, 1995 and 1994 (Unaudited)                            4

                 Statements of Cash Flows
                 Nine months ended September 30, 1995
                 and 1994 (Unaudited)                                               5

                 Notes to Financial Statements
                 September 30, 1995 (Unaudited)                                     6

  ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS
                 OF OPERATIONS                                                      7

PART II          OTHER INFORMATION

  ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K                                  15
</TABLE>





                                      -2-
<PAGE>   3
                        PART I.   FINANCIAL INFORMATION


                         ITEM 1. FINANCIAL STATEMENTS

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                ASSETS

                                     SEPTEMBER 30, 1995 DECEMBER 31, 1994
                                     ------------------ -----------------
                                          (Unaudited)
<S>                                         <C>              <C>
Properties:
  Land                                      $11,641,507      $11,562,361
  Buildings And Improvements                 48,334,687       47,691,900
  Furniture And Fixtures                        295,320          246,821
  Manufactured Homes                          2,380,314        2,430,221
                                            -----------      -----------

                                             62,651,828       61,931,303
  Less Accumulated Depreciation              13,115,802       11,834,802
                                            -----------      -----------
                                             49,536,026       50,096,501

Cash And Cash Equivalents                       304,599        1,373,182
Marketable Securities                         1,400,000        1,000,000
Mortgage-backed Securities                    1,502,250        1,502,250
Unamortized financing costs                     962,958          998,958
Investment                                      500,896          500,896
Other Assets                                    328,781          622,151
                                            -----------      -----------

Total Assets                                $54,535,510      $56,093,938
                                            -----------      -----------
    LIABILITIES AND PARTNERS' EQUITY

Accounts Payable                                $96,949         $239,888
Other Liabilities                               949,576          816,937
Note Payable                                 29,865,533       29,786,033
                                            -----------      -----------

Total Liabilities                           $30,912,058      $30,842,858
                                            -----------      -----------

Partners' Equity
General Partner                                 210,540          209,153
Unit Holders                                 23,412,912       25,041,927
                                            -----------      -----------

Total Partners' Equity                       23,623,452       25,251,080
                                            -----------      -----------

Total Liabilities And
  Partners' Equity                          $54,535,510      $56,093,938
                                            -----------      -----------
</TABLE>

                       See Notes To Financial Statements
                                       3
<PAGE>   4
            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

                              STATEMENTS OF INCOME
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                           NINE MONTHS ENDED               THREE MONTHS ENDED
                                      SEPT. 30, 1995  Sept. 30, 1994  SEPT. 30, 1995  Sept. 30, 1994
<S>                                   <C>           <C>              <C>          <C>

Income:
  Rental Income                           $7,534,150    $7,385,311    $2,528,844  $2,490,711
  Other                                      465,948       678,156       171,453     169,812

Total Income                              $8,000,098    $8,063,467    $2,700,297  $2,660,523

Operating Expenses:
  Administrative Expenses
  (Including $394,186, $390,252, 
  $132,402 And $130,350 In Property 
  Management Fees Paid To An 
  Affliate For The Nine And Three 
  Month Periods Ended Sept. 30, 1995 
  And 1994, Respecively)                   2,230,856     2,095,800       777,734     685,918
  Property Taxes                             618,096       646,293       206,043     215,430
  Utilities                                  690,100       672,211       257,849     244,532
  Property Operations                        845,936       682,567       290,952     239,984
  Depreciation And Amortization            1,405,500     1,286,881       467,500     428,959
  Interest                                 2,070,959     1,670,230       684,955     595,171

Total Operating Expenses                  $7,861,447    $7,053,982    $2,685,033  $2,409,994

Net Income                                  $138,651    $1,009,485       $15,264    $250,529

Income Per Unit:                               $0.04         $0.31         $0.00       $0.08

Distribution Per Unit                          $0.53         $7.39         $0.13       $0.20

Weighted Average Number Of Units Of 
  Beneficial Assignment Of Limited 
  Partnership Interest Outstanding 
  During The Periods Ending Sept. 30, 
  1995 And 1994                            3,303,387     3,303,387     3,303,387   3,303,387
</TABLE>

                       See Notes To Financial Statements


                                       4
<PAGE>   5
             UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                              NINE MONTHS ENDED
                                       SEPT.  30, 1995  SEPT. 30, 1994
                                       ---------------  --------------
<S>                                       <C>             <C>

Cash Flows From Operations:
  Net Income                                  $138,651      $1,009,485

Adjustments To Reconcile Net Income 
  To Net Cash Provided By Operating 
  Activities:
    Depreciation                             1,290,000       1,266,000
    Amortization                               115,500          20,881
(Increase) Decrease In Other Assets            293,370         176,980
  Increase  (Decrease) In Accounts 
    Payayables                                (142,939)        (31,823)
  Increase (Decrease) In 
    Other Liabilities                          132,639        (607,778)
                                           -----------     -----------

Total Adjustments                            1,688,570         824,260
                                           -----------     -----------

    Net Cash Provided By
      Operating Activities                   1,827,221       1,833,745
                                           -----------     -----------

Cash Flows From Investing Activities:
  Purchase of Marketable Securities           (400,000)
  Capital Expenditures                        (729,525)       (241,148)
                                           -----------     -----------

    Net Cash Provided By (Used In)
      Investing Activities                  (1,129,525)       (241,148)
                                           -----------     -----------

Cash Flows From Financing Activities:
  Distributions To Partners                 (1,766,279)    (24,426,814)
                                           -----------     -----------

    Net Cash Provided By (Used In)
      Financing Activities                  (1,766,279)    (24,426,814)
                                           -----------     -----------

Increase (Decrease) In Cash                 (1,068,583)    (22,834,217)
Cash, Beginning                              1,373,182      25,701,460
                                           -----------     -----------

Cash, Ending                                  $304,599       2,867,243
                                           -----------     -----------
</TABLE>



                      See Notes To Financial Statements

                                      5

<PAGE>   6

            UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
                         A MICHIGAN LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS
                         September 30, 1995 (Unaudited)


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Presentation:

The balance sheet as of September 30, 1995, the related statements of income
and statements of cash flow for the periods ended September 30, 1995 and 1994
have been prepared by management, pursuant to the rules and regulations of the
Securities and Exchange Commission, without audit by independent public
accountants.  In the opinion of management, all adjustments (consisting of only
normal recurring accruals) necessary for a fair presentation of such financial
statements have been included.

The financial statements and notes are presented as permitted by the rules and
regulations of the Securities and Exchange Commission for Form 10-Q and do not
contain certain information included in the Company's annual financial
statements and notes, which should be consulted.

2.       PAYMENTS TO AFFILIATES


<TABLE>
<CAPTION>
                                  NINE MONTHS ENDED                      THREE MONTHS ENDED
                          SEPT. 30, 1995     SEPT. 30, 1994         SEPT. 30, 1995   SEPT. 30, 1994
                          --------------     --------------         --------------   --------------
<S>                        <C>               <C>                     <C>              <C>


Property management fee
to Uniprop, Inc.:          $394,186           $390,252                $132,402          $130,350
</TABLE>





                                      -6-
<PAGE>   7


ITEM 2.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Resources

The Partnership's capital resources consist primarily of its nine manufactured
home communities.

Liquidity

Partnership liquidity is based upon its investment strategy.  The properties
owned by the Partnership were anticipated to be held for seven to ten years
after their acquisition. All of the properties have been owned by the
Partnership at least seven years.  The General Partner may elect to have the
Partnership own the properties for longer than ten years, if, in the opinion of
the General Partner, it is in the best interest of the Partnership to do so.

The cash flow generated by the Partnership's operations during the quarter
ending September 30, 1995 amounted to $482,764. The General Partner has decided
to distribute $429,440, or 3.04%, on an annualized basis, to the Unit Holders.
The difference between income generated by operations and cash distributed, or
$53,324, has been added to the Partnership's cash reserves.  On a quarterly
basis, the General Partner will continue to evaluate cash flow available for
distributions.


Results of Operations

OVERALL, as illustrated in the following table, the Partnership's nine
properties reported a combined occupancy of 87.9%,(2,927/3,330 sites), versus
89.1% (2,966/3,330) for September 1994.  The average monthly homesite rent as
of September 30, 1995 was approximately $315, versus $306, an increase of 2.9%
from September 30, 1994.

<TABLE>
<CAPTION>
                                   TOTAL           OCCUPIED         OCCUPANCY        AVERAGE    
                                  CAPACITY          SITES             RATE            RENT
<S>                               <C>              <C>              <C>              <C>         
Ardmor Village                    339              294              86.7%            $302
Camelot Manor                     335              316              94.3              288
Country Roads                     312              259              83.0              205
Dutch Hills                       278              261              93.9              287
El Adobe                          371              344              92.7              347
Paradise Village                  611              435              71.2              257
Stonegate Manor                   308              287              93.2              289
Sunshine Village                  356              337              94.7              368
West Valley                       420              394              93.8              428
                                  ---              ---              ----              ---

TOTAL ON 9/30/95:                 3,330            2,927            87.9%            $315
TOTAL ON 9/30/94:                 3,330            2,966            89.1%            $306
</TABLE>





                                      -7-
<PAGE>   8

During the third quarter of 1995, the Partnership generated gross revenues of
$2,700,297, a 1.5% increase over the $2,660,522 generated in the third quarter
of 1994.  The net operating income generated by the Partnership during the
third quarter was $1,167,719, an 8.3% decline from the $1,274,661 generated for
the third quarter of 1994.  Cash flow for the third quarter, after mortgage
debt service and non-recurring items was $482,764,  28.9% less than the
$679,488 generated during the third quarter of 1994.

<TABLE>
<CAPTION>
                          GROSS            NET OPERATING    MORTGAGE      CASH
                          REVENUES            INCOME          DEBT        FLOW
<S>                       <C>              <C>              <C>         <C>

Ardmor Village            $273,221         $132,388         $66,798      $65,590
Camelot Manor              262,855          133,816          79,565       54,251
Country Roads              165,326          (21,735)            -0-      (21,735)
Dutch Hills                213,398           94,063          58,818       35,245
El Adobe                   367,904          219,260         126,071       93,189
Paradise Village           304,325           46,696             -0-       46,696
Stonegate Manor            246,626          121,757          68,734       53,023
Sunshine Village           363,235          216,318          97,801      118,517
West Valley                499,547          272,573         187,168       85,405
Partnership Mgt:             3,860          (36,985)            -0-      (36,985)
Other non
Recurring Expenses:           --            (10,432)            -0-      (10,432)
                        ----------       ----------        --------     --------

Qtr. End 9/30/95:       $2,700,297       $1,167,719        $684,955     $482,764
Qtr. End 9/30/94:       $2,660,522       $1,274,661        $595,173     $679,488
</TABLE>                                                  

The Partnership's operating expenses for the third quarter of 1995 were
approximately $140,000 higher than the Partnership's operating expenses for the
same period in 1994. The higher operating expenses in 1995 were the result of
increases in marketing, legal, and repair and maintenance expenses. The decline
in cash flow for the third quarter of 1995 versus the same quarter in 1994 is
due primarily to an increase in the floating rate on the first mortgage debt.

ARDMOR VILLAGE, in Lakeville, Minnesota, reported an occupancy of 86.7%
(294/339 sites) as of September 30, 1995, versus 85.5% as of September 30,
1994.  The average rent was approximately $302 per homesite as of September 30,
1995, versus $295 as of September 30, 1994, an increase of 2.4%.  For the third
quarter, Ardmor Village generated gross revenues of $273,221, or 13.1% more
than the $241,591 reported for the same quarter in 1994.   Net operating income
for the quarter was $132,388, 19.1% higher than the  $111,151 earned during the
same quarter in 1994.  The increases in  both gross revenues and net operating
income was due to higher average occupancy and lower operating expenses.

Improvement and maintenance actions during the third quarter focused on
installing new landscaping and painting fences around the new
playground/recreation areas.

Management reported five new resident homes moved into the community during the
third quarter. With the over-all housing market in the southern Minneapolis
suburbs continuing





                                      -8-
<PAGE>   9

to improve, management expects to see further improvements in occupancy at
Ardmor Village in the coming quarters. In addition to offering dealer marketing
incentives for resident referrals, management has three new model homes set-up
and offered for sale within the community. As of the end of the third quarter,
one new home was reported sold and one was pending.

CAMELOT MANOR, in Grand Rapids, Michigan, reported an occupancy of 94.3%
(316/335 sites) as of September 30, 1995, versus 94.9% as of September 30,
1994.   The average rent was $288 per homesite as of September 30, 1995, versus
$279 as of September  30, 1994, an increase of 3.2%.  For the third quarter of
1995, Camelot Manor generated gross revenues of $262,855, 4.8% more than the
$250,719 reported in the same quarter in 1994.  Net operating income for the
quarter was $133,816, 11.9% higher than the  $119,572 earned during the same
quarter in 1994. Increases in gross revenues and net operating income for the
third quarter of 1995 versus the same quarter in 1994 were the result of lower
operating expenses and higher average rents.

Improvement and maintenance actions undertaken during the third quarter
involved repairs to underground utility lines, installation of concrete for new
resident homes, and painting community-owned buildings. Also started during the
third quarter was preliminary work for a new "community mailbox" structure.

Leasing activity at Camelot Manor remains very strong. Management reported that
15 new resident homes were moved into the community during the third quarter.
However, due to private land sales and home sales, ten homes were moved out of
the community during the third quarter.

Management reports that this recent trend toward private land placement has
increased vacancies at many area communities. To counter this recent trend,
management has enhanced its marketing incentives offered to home dealers and
new residents moving homes into Camelot Manor.

COUNTRY ROADS, in Jacksonville, Florida, reported an occupancy of 83.0%
(259/312 sites) as of September 30, 1995, versus 81.1% as of September 30,
1994.  The average rent was $205 per homesite as of September 30, 1995, which
represents no rent increase from the same quarter of 1994.  For the third
quarter of 1995, Country Roads generated gross revenues of $165,326, versus
$137,065 for the same quarter in 1994.  Net operating income for the quarter
was a negative $21,735, versus a positive $12,780 for the third quarter of
1994. The decline in income is due primary to increased operating expenses
associated with renovations on the community-owned lease homes and marketing
incentives.

Improvement and maintenance items undertaken at the community during the
quarter included repairs to the damaged entrance signs, landscaping on the
community's common grounds, and renovations on community-owned lease homes.
Also completed during the third quarter was the significant reconstruction work
on the community roads and resident





                                      -9-
<PAGE>   10

driveways. Budgeted to be completed in 1995  are renovations to the community
center building and installation of a new playground/recreation center.

Management continues to aggressively market the vacant homesites to  area home
dealers by offering cash incentives for resident referrals. This marketing
concept has proven successful in moving over 40 new residents into Country
Roads during the past nine months.  However, due to evictions and repossessions
of older homes, occupancy has increased only slightly over the same period in
1994. During the third quarter, the community has reported an increase in sales
traffic for the lease/purchase homes. As of September 30, 1995,  61, or 87.1%
of the Lease/Purchase homes in Country Roads are occupied.  Management will
continue to implement these aggressive marketing plans and is hopeful that
occupancy will continue to increase throughout the remainder of 1995.

DUTCH HILLS, in Haslett, Michigan, reported an occupancy of 93.9% (261/278
sites) as of September 30, 1995, versus 89.9% as of September 30, 1994.  The
average rent was $287 per homesite as of September 30, 1995, versus $279 as of
September 30, 1994, an increase of 2.9%.  For the quarter, Dutch Hills
generated gross revenues of $213,398, slightly more than the $209,975 reported
for the same quarter in 1994.  Net operating income was $94,063, 18.3% less
than the $115,242 earned during the same quarter in 1994. This decline in
income was due primarily to increased marketing expenses.

Improvement and maintenance actions undertaken during the third quarter focused
on the installation of new landscaping at the community entrance and around the
community center building. The total cost of the new landscaping was
approximately $17,000. Also budgeted for 1995 is approximately $35,000 for road
and driveway repairs.

Management reported further improvement in leasing activity at Dutch Hills
during the third quarter. Management attributes the improvement to increased
dealer incentives and the capital improvements made to the community over the
past several quarters. Area home dealers have started to comment on the capital
improvements and how much more appealing the community has become to younger
residents with children. Also helping to attract new residents to Dutch Hills
is the location of the community to local expressways and shopping centers.

EL ADOBE, in Las Vegas, Nevada, reported an occupancy of  92.7% (344/371 sites)
as of September 30, 1995, versus 91.1% as September 30, 1994.  The average rent
on September 30, 1995 was $347 per homesite, versus $337 as of September 30,
1994,  an increase of 3.0%.  For the third quarter of 1995, El Adobe generated
gross revenues of $367,904, 6.4% more than the $345,969 reported for the  same
quarter in 1994.  Net operating income for the quarter was $219,216, a 7.9%
increase over the $203,475 generated during the same quarter in 1994. This
increase in income is due to lower operating expenses and higher average rent.





                                      -10-
<PAGE>   11

Improvement and maintenance actions undertaken during the third quarter were
limited to the on-going asphalt resurfacing of residents' driveways and the
installation of additional landscaping around the community center building.

Although the Las Vegas housing market remains strong, home dealers are
reporting that demand has increased primarily for multi-section homes.  To take
advantage of the market demand for larger home sites, management has recently
converted four vacant single-section homesites into three larger multi-section
homesites. As a result,  two of the new, larger homesites, have been leased by
residents with new multi-section homes. In addition to the site conversions,
management has also begun to set-up its own dealership operation. Once fully
established, management will be able to place and sell new model homes within
El Adobe. Due to the unique laws in Nevada, it has taken management several
months to establish the new home dealership.

PARADISE VILLAGE, in Tampa, Florida, reported an occupancy of 71.2% (435/611
sites) as of September 30, 1995, versus 81.2% as of September 30, 1994.  The
average rent on September 30, 1995 was $257 per homesite, versus $246 as of
September 30, 1994, an increase of 4.5%.  For the third quarter of 1995,
Paradise Village generated gross revenues of $304,325, versus the $369,272
reported for the same quarter in 1994.  Net operating income for the quarter
was $46,696, 46.0% less than the $86,816 earned during the same quarter in
1994. The decline in income is the result of lower occupancy of the
community-owned lease homes and higher marketing expenses.

Improvement and maintenance actions undertaken during the quarter included the
installation of new boundary fencing around the community and the replacement
of roofing on both the community center and mailbox buildings. Also budgeted
for 1995 is the replacement of the water treatment facility and asphalt
resurfacing  work on the community parking area.

Management reports a large increase in lender repossessions and evictions
during the third quarter, which resulted in a 10.0% decline in occupancy
compared to the same period in 1994.   In addition, leasing activity during the
third quarter was below expectations.  In response to this downward trend,
dealer marketing programs were enhanced and additional advertising has been
purchased. Management anticipates positive results from the new marketing
programs and leasing efforts by the end of the fourth quarter.

As of September 30, 1995, Paradise Village had 49, or 47.5%, of the
lease/purchase program homes leased or leased with an option to purchase.  The
average monthly lease payment on the program homes was approximately $435.
Management expects occupancy on the community-owned lease homes to improve once
the budgeted renovations are completed and homes are placed back on the market.

STONEGATE MANOR, in Lansing, Michigan, reported an occupancy of 93.2% (287/308
sites) as of September 30, 1995, versus 91.6% as of September 30, 1994.   The
average rent was $289 per homesite as of September  30, 1995, versus $282 as of
September 30, 1994,  an increase of 2.5%.  For the third quarter of 1995,
Stonegate Manor generated





                                      -11-
<PAGE>   12

gross revenues of $246,626, versus $240,864 for the same quarter in 1994.  Net
operating income for the quarter was $121,757, 6.7% less than the $130,502
reported during the same quarter in 1994. The decline in income for the third
quarter compared to the same quarter in 1994 was due to higher marketing
expenses.

Improvement and maintenance actions undertaken during the quarter were limited
to repairs to curbs and sidewalks. Also started during the third quarter was
the installation of a new playground/recreation center.

Seven new resident homes were moved into the community during the third
quarter. Management attributes this strong leasing activity to the current
dealer marketing incentives  being offered. In addition, two new model homes
have been set-up and are being offered for sale by a local dealership.
Management anticipates reaching stabilized occupancy at Stonegate Manor by the
first quarter of 1996, assuming no unforeseen downturn in the Lansing economy.

SUNSHINE VILLAGE, in Davie, Florida, reported an occupancy of 94.7% (337/356
sites) as of September 30, 1995, versus 95.8% as of September 30, 1994.  The
average rent was $368 per homesite as of September 30, 1995, versus $362 as of
September 30, 1994, an increase of 1.7%.   For the third quarter of 1995,
Sunshine Village generated gross revenues of $363,235, versus $364,234 for the
same quarter in 1994.  Net operating income was $216,318, versus $225,821, a
decrease of 4.2% from the same quarter in 1994. The decline in income for the
third quarter of 1995, compared to the same quarter of last year, is due to
lower occupancy and higher legal expenses.

Improvement and maintenance actions undertaken during the quarter focused on
renovations to the resident manager's home and repairs to the pumps for the
community pool.

Management has started to purchase some of the older homes within the community
in an effort to upgrade the over-all appearance of the community. Many of the
older homes that have been removed are being replaced by new, larger,
multi-section homes. This marketing  plan has been established to attract more
young families to Sunshine Village and to improve the community's over-all
resident profile.

WEST VALLEY, in Las Vegas, Nevada, reported an occupancy of 93.8% (394/420
sites) as of September 30, 1995, versus 94.8% as of September 30, 1994.  The
average rent was $428 per homesite as of September 30, 1995, versus $412 as of
September 30, 1994, an increase of 3.9%.   For the third quarter of 1995, West
Valley generated gross revenues of $499,547, versus $476,849, 4.8% more than
the same quarter in 1994.  Net operating income was $272,573, 11.6% less than
the $308,153 generated during the same quarter in 1994. The decline in income
for this quarter compared to the same quarter in 1994 resulted from
significantly higher expenses associated with the community's water usage.





                                      -12-
<PAGE>   13

Improvement and maintenance actions undertaken during the quarter involved the
on-going replacement of old and worn-out wiring for the community street lights
and the replacement of the heater for the spa at the community pool.

Occupancy declined slightly at the community during the third quarter due to
forced evictions by management. However, management expects to recover to
stabilized occupancy at West Valley during the fourth quarter. The Las Vegas
gaming industry continues to grow at a staggering pace.  Three new hotels are
now under construction and, as a result, are expected to create 2.5 jobs for
every new room built. This expected job growth is mostly for service related
jobs and meets the tenant profile for West Valley. Also adding to West Valley's
advantage, is its ideal location to the strip and  the West Las Vegas School
District.


MANAGEMENT EXPENSES

Net partnership management expenses for the quarter amounted to a negative
$36,985.  Expenses of $40,845 (data processing, accounting and legal expenses,
appraisals and wages to employees of the Partnership) were offset by gross
income of $3,860, generated by interest on the Partnership's reserves and
transfer fees. The equivalent figures for the third quarter of 1994 were
$8,173, $15,811 and $23,984 respectively.  The higher net expenses  this
quarter compared to the same quarter of last year resulted from lower interest
income on Partnership reserves.





                                      -13-
<PAGE>   14




                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)  Exhibits

<TABLE>
<CAPTION>
                       Exhibit Number            Description
                       --------------            -----------
                       <S>                     <C>
                         27                      Financial Data Schedule
</TABLE>

                  (b)  Reports on Form 8-K
                       There were no reports filed on Form 8-K during the 
                       three months ended September 30, 1995.

                                   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.


                             Uniprop Manufactured Housing Communities
                             Income Fund II, a Michigan Limited Partnership

                             BY:      Genesis Associates Limited Partnership,
                                      General Partner

                                      BY:     Uniprop, Inc.,
                                              its Managing General Partner

                                              By: /s/ Paul M. Zlotoff        
                                                 -----------------------------
                                                  Paul M. Zlotoff, President



                                              By: /s/ Gloria A. Koster   
                                                 -----------------------------
                                                  Gloria A. Koster,  
                                                  Principal Financial Officer



Dated: November 14, 1995





                                      -14-
<PAGE>   15
                                EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
  No.                              Description                       Page
- - -------                            -----------                       ----
<S>                            <C>                                   <C>
  27                           Financial Data Schedule
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         304,599
<SECURITIES>                                 2,902,250
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,033,380
<PP&E>                                      62,651,828
<DEPRECIATION>                              13,115,802
<TOTAL-ASSETS>                              54,535,510
<CURRENT-LIABILITIES>                        1,046,525
<BONDS>                                     29,865,533
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  23,623,452
<TOTAL-LIABILITY-AND-EQUITY>                54,535,510
<SALES>                                              0
<TOTAL-REVENUES>                             8,000,098
<CGS>                                                0
<TOTAL-COSTS>                                4,384,988
<OTHER-EXPENSES>                             1,290,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           2,186,459
<INCOME-PRETAX>                                138,651
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            138,651
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   138,651
<EPS-PRIMARY>                                      .04<F1>
<EPS-DILUTED>                                        0
<FN>
<F1>EPS Primary - In this RELP the earnings per share indicates income per Limited
Partnership unit.
</FN>
        

</TABLE>


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