INLAND MORTGAGE INVESTORS FUND LP II
10-K/A, 1998-05-15
ASSET-BACKED SECURITIES
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K/A
                                     No. 1

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

                  For The Fiscal Year Ended December 31, 1997

                                      or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

                           Commission file #0-16783

                    Inland Mortgage Investors Fund, L.P.-II
            (Exact name of registrant as specified in its charter)

       Delaware                                  36-3495248
(State of organization)           (I.R.S. Employer Identification Number)

2901 Butterfield Road, Oak Brook, Illinois        60523
 (Address of principal executive office)         (Zip Code)

Registrant's telephone number, including area code:  630-218-8000

          Securities registered pursuant to Section 12(b) of the Act:

Title of each class:          Name of each exchange on which registered:
       None                                      None

       Securities registered pursuant to Section 12(g) of the Act:
                           LIMITED PARTNERSHIP UNITS
                               (Title of class)

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   

Indicate by check mark if disclosure  of delinquent filers pursuant to Item 405
of Regulation S-K is not contained  herein,  and  will not be contained, to the
best of registrant's knowledge,  in  definitive proxy or information statements
incorporated by reference in Part  III  of  this  Form 10-K or any amendment to
this Form 10-K. [X]

State the aggregate market value of  the  voting stock held by nonaffiliates of
the registrant. Not applicable.

The Prospectus of the Registrant  dated  February  10, 1987, as supplemented to
date and filed pursuant to Rule  424(b)  and 424(c) under the Securities Act of
1933 is incorporated by reference in Parts  I, II and III of this Annual Report
on Form 10-K.


                                      -1-


Item 8.  Financial Statements and Supplementary Data


  Reports not filed with Form 10-K:   financial statements of the underlying
  operating properties for each mortgage which exceed 20% of total assets.


                                     INDEX                             PAGE


1549-71 Sherman, Evanston, Illinois:

  Independent Auditor's Report.....................................     3

  Statement of Operating Income and Expenses for the year ended
    December 31, 1997..............................................     4

  Notes to Statement of Operating Income and Expenses for the year
    ended December 31, 1997........................................     5







































                                      -2-





                         INDEPENDENT AUDITOR'S REPORT



The Owner and Management 
Sherman Avenue Property
1549-71 Sherman
Evanston, Illinois


We have audited the accompanying statement  of operating income and expenses of
the SHERMAN AVENUE PROPERTY (1549-71  SHERMAN)  for the year ended December 31,
1997.    The  financial  statement  is  the  responsibility  of  the Property's
management.  Our responsibility  is  to  express  an  opinion on this financial
statement based on our audit.

We  conducted  our  audit  in   accordance  with  generally  accepted  auditing
standards.  Those standards  require  that  we  plan  and  perform the audit to
obtain reasonable assurance about  whether  the  financial statement is free of
material misstatement.  An audit includes  examining, on a test basis, evidence
supporting the amounts and disclosures  in  the  financial statement.  An audit
also  includes  assessing  the   accounting  principles  used  and  significant
estimates made by  management,  as  well  as  evaluating  the overall financial
statement presentation.  We believe that  our audit provides a reasonable basis
for our opinion.

In our opinion, the financial  statement  referred to above presents fairly, in
all material respects, the results of operations of the Sherman Avenue Property
for the year ended  December  31,  1997  in  conformity with generally accepted
accounting principles. 



                                                 Wolf & Company LLP


Oak Brook, Illinois
May 5, 1998

















                                      -3-



                            SHERMAN AVENUE PROPERTY
                                1549-71 SHERMAN
                  STATEMENT OF OPERATING INCOME AND EXPENSES
                     For the Year Ended December 31, 1997


Operating revenues:
  Rental income                                 $  610,714
                                                -----------

Operating expenses:
  Office expense...............................        585
  Real estate taxes (Note 4)...................    145,187
  Depreciation.................................     83,449
  Management fees (Note 2).....................     30,536
  Leasing commissions..........................      2,445
  Utilities....................................     65,073
  Cleaning, maintenance and decorating.........     29,138
  Repairs......................................      7,444
  Insurance....................................      6,019
  Legal........................................        475
  Other operating expenses.....................        783
                                                -----------
                                                   371,134
                                                -----------

    Operating income...........................    239,580
                                                -----------

Other income (expense):
  Interest expense (Note 3)....................   (241,495)
  Late fees....................................    (17,877)
  Bank charges.................................       (717)
  Other income.................................        215
  Amortization of loan costs...................     (7,114)
                                                -----------
                                                  (266,988)
                                                -----------

    Net loss................................... $  (27,408)
                                                ===========



The accompanying notes are an integral part of this financial statement.












                                      -4-

                            SHERMAN AVENUE PROPERTY
                                1549-71 SHERMAN
                         NOTES TO FINANCIAL STATEMENT


1.  Summary of Significant Accounting Policies

    Description of Property - The property consists of rental real estate which
    includes retail and office space  in  Evanston,  Illinois.  At December 31,
    1997, there were a total of 32 rentable units.

    Description of Reporting Entity -  The  property is owned by an individual.
    As the income or loss  from  the  property's  operations is included in the
    individual's income tax return, no  provision  for income taxes is included
    herein.  Only  income  and  expenses  directly  arising from the property's
    operations are included in this financial statement.

    Property and Depreciation - Building and improvements have been capitalized
    at cost and are  being  depreciated  on  a  straight-line basis over useful
    lives of ten to forty years.    Personal property is being depreciated on a
    straight-line basis over a useful life of seven years.

    Leasing Commissions - Commissions  paid  to  secure tenant leases are being
    amortized on a straight-line basis over the term of each lease.

    Financing  Costs  -  One-time  charges  paid  to  secure  the  mortgage are
    amortized on a straight-line basis over the 10 year term of the mortgage.

    Rent Abatements - Rent abatements allowed  tenants are being amortized on a
    straight-line basis over the  term  of  each  lease,  in order to recognize
    income ratable over the lease term.

    Accounting  Estimates  -  The   preparation   of  financial  statements  in
    conformity  with   generally   accepted   accounting   principles  requires
    management to  make  estimates  and  assumptions  that  affect the reported
    amounts of revenues and  expenses  and  disclosure of contingent assets and
    liabilities during the reporting period.   Actual results could differ from
    those estimates.

2.  Related Party Transactions

    A tenant of  the  property  provides  management  services to the property.
    Fees are five percent  of  rent  collections  and  totaled $30,536 in 1997.
    Rental income from the management company in 1997 totaled $9,150.

3.  Interest Expense

    The property secures a mortgage  with  an outstanding balance of $2,449,396
    at December 31, 1997.   Interest  payments  totaling $241,495 were made for
    1997.  The note will be adjusted to bear interest at 3.5% over the yield of
    one-year U.S. Treasury Bills with  a  cap  and  floor of 14.5% and 9.5% per
    annum, respectively.

4.  Real Estate Taxes

    Real estate taxes are paid by the property owner, with the exception of the
    property located at 1571  Sherman  Avenue.    The  tenant  of this space is
    responsible for 100% of those real estate taxes, which approximated $81,970
    for 1997.


                                      -5-

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

                            INLAND MORTGAGE INVESTORS FUND, L.P.-II
                            Inland Real Estate Investment Corporation
                            General Partner

                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman of the Board
                                  and Chief Executive Officer
                            Date: May 15, 1998

Pursuant to the  requirements  of  the  Securities  Exchange  Act of 1934, this
report has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant and in the capacities and on the dates indicated:

                            By:   Inland Real Estate Investment Corporation
                                  General Partner

                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman of the Board
                                  and Chief Executive Officer
                            Date: May 15, 1998

                                  /S/ MARK ZALATORIS

                            By:   Mark Zalatoris
                                  Vice President
                            Date: May 15, 1998

                                  /S/ KELLY TUCEK

                            By:   Kelly Tucek
                                  Principal Financial Officer
                                  and Principal Accounting Officer
                            Date: May 15, 1998

                                  /S/ DANIEL L. GOODWIN

                            By:   Daniel L. Goodwin
                                  Director
                            Date: May 15, 1998

                                  /S/ ROBERT H. BAUM

                            By:   Robert H. Baum
                                  Director
                            Date: May 15, 1998




                                      -6-



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