CLOVER INCOME PROPERTIES II L P
10QSB/A, 1996-06-04
REAL ESTATE
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- --------------------------------------------------------------------------------
            FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   (As last amended by 34-32231, eff. 6/3/93.)


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB/A

(Mark One)
[X]      Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
         Exchange Act of 1934


                  For the quarterly period ended March 31, 1996

                                       or

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

                  For the transition period.........to.........

                         Commission file number 0-17689



                        CLOVER INCOME PROPERTIES II, L.P.
        (Exact name of small business issuer as specified in its charter)



              Delaware                                          22-2811188
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)

         23 West Park Avenue
      Merchantville, New Jersey                                     08109
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code (609) 662-1116



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>

Item 1. Financial Statements



                        CLOVER INCOME PROPERTIES II, L.P.
                                  BALANCE SHEET
                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                         March 31,
                                                                                           1996
                                                                                        ----------
<S>                                                                                      <C>


CASH ................................................................                    $  241,841

INVESTMENT IN THE WILLOWBROOK JOINT
         VENTURE, at market .........................................                     3,963,440
                                                                                         ----------

TOTAL ASSETS ........................................................                    $4,205,281
                                                                                         ==========


                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

LIABILITIES
         Accrued expenses ...........................................                    $   13,176
                                                                                         ----------

PARTNERS' CAPITAL (DEFICIT)
         General partner ............................................                        88,587
         Limited partners ...........................................                     4,103,518
                                                                                         ----------
                  Total partners' capital ...........................                     4,192,105
                                                                                         ----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ...................                    $4,205,281
                                                                                         ==========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                        1

<PAGE>



                        CLOVER INCOME PROPERTIES II, L.P.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                               Three Months Ended
                                                                                                                    March 31,
                                                                                                              1996            1995
                                                                                                            -------          -------
<S>                                                                                                         <C>              <C>
REVENUES
     Interest income .............................................................................          $ 1,210          $   674
                                                                                                            -------          -------
         Total revenues ..........................................................................            1,210              674
                                                                                                            -------          -------

EXPENSES
     Amortization ................................................................................             --              6,109
     Professional services .......................................................................            7,074            5,813
     General and administrative ..................................................................            1,849            5,034
                                                                                                            -------          -------
         Total expenses ..........................................................................            8,923           16,956
                                                                                                            -------          -------

SHARE OF INCOME FROM THE WILLOWBROOK JOINT
     VENTURE .....................................................................................           46,632           45,527
                                                                                                            -------          -------

NET INCOME .......................................................................................          $38,919          $29,245
                                                                                                            =======          =======

NET INCOME PER LIMITED PARTNERSHIP UNIT ..........................................................          $  2.20          $  1.63
                                                                                                            =======          =======
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                        2

<PAGE>



                        CLOVER INCOME PROPERTIES II, L.P.
                    STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                    FOR THE THREE MONTHS ENDED MARCH 31, 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          General                 Limited
                                                                          Partner                 Partners                Total
                                                                        ------------            -----------             ------------
<S>                                                                       <C>                     <C>                    <C>
                                           
Balance (Deficit) at January 1, 1996 .......................            $    88,587             $ 4,120,259             $ 4,208,846

Partners' distributions, $3.15
     per limited partnership unit ..........................                   (557)                (55,103)                (55,660)

Net income .................................................                    557                  38,362                  38,919
                                                                        -----------             -----------             -----------

Balance (Deficit) at March 31, 1996 ........................            $    88,587             $ 4,103,518             $ 4,192,105
                                                                        ===========             ===========             ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        3

<PAGE>



                        CLOVER INCOME PROPERTIES II, L.P.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                        Three Months Ended
                                                                                                             March 31,
                                                                                                   1996                     1995
                                                                                                 -------                  -------
<S>                                                                                              <C>                      <C>
OPERATING ACTIVITIES
     Interest received ...........................................................               $   1,210                $     674
     Distributions received from The Willowbrook
         Joint Venture ...........................................................                  46,632                   45,527
     Cash paid for operating expenses ............................................                 (15,247)                 (12,929)
                                                                                                 ---------                ---------

         Net cash provided by operating activities ...............................                  32,595                   33,272
                                                                                                 ---------                ---------

INVESTING ACTIVITIES
     Distributions received from the Willowbrook
         Joint Venture ...........................................................                  33,825                   34,930
                                                                                                 ---------                ---------

FINANCING ACTIVITIES

     Partners' distributions .....................................................                 (55,660)                 (66,281)
                                                                                                 ---------                ---------

NET INCREASE IN CASH .............................................................                  10,760                    1,921

CASH, beginning of period ........................................................                 231,081                  209,407
                                                                                                 ---------                ---------

CASH, end of period ..............................................................               $ 241,841                $ 211,328
                                                                                                 =========                =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>



                        CLOVER INCOME PROPERTIES II, L.P.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                Three Months Ended
                                                                                                                     March 31,
                                                                                                                 1996        1995
                                                                                                               --------    --------
<S>                                                                                                            <C>         <C>     
RECONCILIATION OF NET INCOME TO CASH
PROVIDED BY OPERATING ACTIVITIES

     Net income ............................................................................................   $ 38,919    $ 29,245

ADJUSTMENTS
     Amortization ..........................................................................................       --         6,109
     Income from investment in the Willowbrook Joint
         Venture ...........................................................................................    (46,632)    (45,527)
     Distributions received from the Willowbrook
         Joint Venture .....................................................................................     46,632      45,527
     Decrease in accrued expenses ..........................................................................     (6,324)     (6,854)
     Decrease in other receivables .........................................................................       --         6,772
     Decrease in due to affiliates .........................................................................       --        (2,000)
                                                                                                               --------    --------

         Total adjustments .................................................................................   $ (6,324)   $  4,027
                                                                                                               --------    --------

Net cash provided by operating activities ..................................................................   $ 32,595    $ 33,272
                                                                                                               ========    ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>



                        CLOVER INCOME PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)


   Readers of this quarterly report should refer to the Partnership's audited
financial statements as of December 31, 1995, as certain footnote disclosures
which would substantially duplicate those contained in such audited financial
statements have been omitted from this report.

1. INVESTMENT IN THE WILLOWBROOK JOINT VENTURE:

On December 17, 1987, the Partnership acquired a 50% interest in The Willowbrook
Joint Venture (the "Joint Venture") for $6,450,000. The Joint Venture owns the
Willowbrook Apartments, a 299-unit mid-rise apartment complex located in
Baltimore, Maryland.

On April 8, 1992, the Partnership and Clover Income Properties, L.P. ("CIP"), an
affiliated partnership, consummated an agreement which was effective April 1,
1992 with Clover Income Properties III, L.P., ("CIP III"), an affiliated
partnership, pursuant to which CIP III acquired an interest in The Willowbrook
Joint Venture. The Partnership reduced its interest from 50% to 42.91% and
received a distribution of $1,100,000 from the Joint Venture, of which
$1,000,000 was distributed to the limited partners in April 1992. The excess of
the amount paid over the net book value of the 14.18% interest in the Joint
Venture purchased by CIP III amounted to $325,788. The $325,788 was credited to
the partners' capital accounts as of that date.


On February 7, 1996, the Willowbrook Joint Venture entered into an agreement of
sale with Berwind Properties Group, Inc. and First Montgomery Properties, Ltd.
Under the terms of the agreement as amended on May 16, 1996, the Joint Venture
will sell the Willowbrook Apartments (including land), all related improvements
and tangible and intangible property for $9,850,000.

The sale is contingent upon, among other things, the approval by a majority of
the limited partners of CIP, CIP II, and CIP III. If the sale is approved by a
majority of the limited partners and all the other conditions to the sale are
met, the sale will be completed.

Concurrent with the sale of The Willowbrook Apartments, all assets of the Joint
Venture will be liquidated. The net proceeds will be distributed to its owners
(CIP, CIP II, and CIP III) and the Joint Venture dissolved.

Upon receipt of distribution from the Joint Venture, the limited partnership
will then liquidate the net assets, distribute the proceeds and be dissolved.

Due to the proposed sale of the Willowbrook Apartments and subsequent
liquidation of the Partnership, CIP II has reflected its investment in the Joint
Venture at the lower of cost or market. Market value is based on the estimated
cash proceeds (net of settlement costs) from the sale of the Willowbrook
Apartments after allocation of these proceeds to CIP, CIP II, and CIP III. At
March 31, 1996, CIP II's investment in The Willowbrook Joint Venture was not
impaired.


                                        6

<PAGE>


                        CLOVER INCOME PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)


1. INVESTMENT IN THE WILLOWBROOK JOINT VENTURE (CONTINUED):

A summary of the Joint Venture's financial statements is as follows:
<TABLE>
<CAPTION>
                                                                                                         Three Months
                                                                                                       Ended March 31,
                                                                                                            1996
                                                                                                       ---------------
<S>                                                                                                    <C>

Current assets ........................................................................                   $  397,270
Investment property, net of accumulated depreciation ..................................                    9,276,510
Other noncurrent assets ...............................................................                        1,100
                                                                                                          ----------

Total assets ..........................................................................                   $9,674,880
                                                                                                          ==========


Current liabilities ...................................................................                   $  438,232
Capital -
    Clover Income Properties, L.P. ....................................................                    3,637,651
    Clover Income Properties II, L.P. .................................................                    3,637,651
    Clover Income Properties III, L.P. ................................................                    1,961,346
                                                                                                          ----------

Total liabilities and capital .........................................................                   $9,674,880
                                                                                                          ==========


Revenues ..............................................................................                   $  524,072
Expenses ..............................................................................                      415,396
                                                                                                          ----------

Net income ............................................................................                   $  108,676
                                                                                                          ==========
</TABLE>


The Joint Venture made distributions from operations to the Partnership in the
amount of $80,457 during the first three months of 1996. (Also, see Note 2).




                                       7
<PAGE>


                        CLOVER INCOME PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)


2. SUBSEQUENT DISTRIBUTION:

In April 1996, the Partnership received a $26,819 distribution from the
Willowbrook Joint Venture. It is anticipated that the Partnership will make a
cash distribution in May 1996 of $55,103 to the limited partners and $557 to the
General Partner.

3. GENERAL:

The financial statements reflect all adjustments which are, in the opinion of
the General Partner, necessary for a fair statement of the results for the
interim period presented. Such adjustments are of a normal recurring nature.



                                        8

<PAGE>



                          THE WILLOWBROOK JOINT VENTURE
                                  BALANCE SHEET
                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                               March 31,
                                                                                                 1996
                                                                                             ------------
<S>                                                                                          <C>

CURRENT ASSETS
     Cash ......................................................................             $    271,377
     Cash held for security deposits-restricted ................................                   34,215
     Prepaid expenses ..........................................................                   88,850
     Rents receivable ..........................................................                    2,828
                                                                                             ------------
         Total current assets ..................................................                  397,270
                                                                                             ------------
INVESTMENT PROPERTY HELD FOR SALE ..............................................               13,440,465
     Less - accumulated depreciation ...........................................               (4,163,955)
                                                                                             ------------
         Net investment property ...............................................                9,276,510
                                                                                             ------------

OTHER ASSETS
     Utility deposit ...........................................................                    1,100
                                                                                             ------------

TOTAL ASSETS ...................................................................             $  9,674,880
                                                                                             ============

                       LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
     Accounts payable ..........................................................             $     17,500
     Accrued expenses ..........................................................                   53,398
     Tenants' security deposits ................................................                   34,215
     Prepaid rents .............................................................                    6,826
     Due to affiliates .........................................................                  326,293
                                                                                             ------------
         Total current liabilities .............................................                  438,232
                                                                                             ------------

PARTNERS' CAPITAL
     Clover Income Properties, L.P. ............................................                3,637,651
     Clover Income Properties II, L.P. .........................................                3,637,651
     Clover Income Properties III, L.P. ........................................                1,961,346
                                                                                             ------------
         Total partners' capital ...............................................                9,236,648
                                                                                             ------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL ........................................             $  9,674,880
                                                                                             ============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       9
<PAGE>



                          THE WILLOWBROOK JOINT VENTURE
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                          March 31,
                                                                                      1996       1995
                                                                                  --------   --------
<S>                                                                               <C>        <C>
REVENUES:
     Rental income .............................................................  $511,753   $494,733
     Other income ..............................................................    12,181      5,584
     Interest income ...........................................................       138        484
                                                                                  --------   --------
              Total revenues ...................................................   524,072    500,801
                                                                                  --------   --------

EXPENSES:
     Depreciation ..............................................................   128,711    128,253
     Operating expenses (including affiliate
         transactions of $16,089 for the
         three months ended March 31, 1995) ....................................   284,747    261,502
     Professional services .....................................................     1,938      4,948
                                                                                  --------   --------
              Total expenses ...................................................   415,396    394,703
                                                                                  --------   --------

NET INCOME .....................................................................  $108,676   $106,098
                                                                                  ========   ========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       10

<PAGE>



                          THE WILLOWBROOK JOINT VENTURE

                         STATEMENTS OF PARTNERS' CAPITAL
                    FOR THE THREE MONTHS ENDED MARCH 31, 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Clover                  Clover                  Clover
                                                       Income                  Income                  Income
                                                     Properties              Properties              Properties
                                                        L.P.                  II, L.P.                III, L.P.            Total
                                                     ----------              ----------              ----------          ----------
<S>                                                  <C>                     <C>                    <C>                 <C>
Balance - January 1, 1996 ..................          $ 3,671,476           $ 3,671,476             $ 1,972,520         $ 9,315,472

Net income .................................               46,632                46,632                  15,412             108,676

Partners' distributions ....................              (80,457)              (80,457)                (26,586)           (187,500)
                                                      -----------           -----------             -----------         -----------

Balance at March 31, 1996 ..................          $ 3,637,651           $ 3,637,651             $ 1,961,346         $ 9,236,648
                                                      ===========           ===========             ===========         ===========
</TABLE>
        The accompanying notes are an integral part of these statements.

                                       11

<PAGE>



                          THE WILLOWBROOK JOINT VENTURE
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                        Three Months Ended
                                                                                                             March 31,
                                                                                                  1996                      1995
                                                                                                ---------                ---------
<S>                                                                                             <C>                      <C>
OPERATING ACTIVITIES:
        Cash received from rentals .............................................                $ 515,473                $ 490,830
        Other income received ..................................................                   12,181                    5,584
        Interest income received ...............................................                      138                      484
        Security deposits paid (received) ......................................                      653                      (202)
        Cash paid for operating expenses .......................................                 (202,594)                 (224,314)
                                                                                                ---------                ---------

               Net cash provided by operating
activities
                     activities ................................................                  325,851                  272,382
                                                                                                ---------                ---------

INVESTING ACTIVITIES
        Cash paid for investment property ......................................                   (8,468)                    --
                                                                                                ---------                ---------

FINANCING ACTIVITIES
        Partners' distributions ................................................                 (187,500)                 (187,500)
                                                                                                ---------                ---------

NET INCREASE IN CASH ...........................................................                  129,883                   84,882

Cash, beginning of period ......................................................                  141,494                  146,687
                                                                                                ---------                ---------

Cash, end of period ............................................................                $ 271,377                $ 231,569
                                                                                                =========                =========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       12

<PAGE>



                          THE WILLOWBROOK JOINT VENTURE
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                        Three Months Ended
                                                                                                             March 31,
                                                                                                   1996                    1995
                                                                                                 ---------              ---------
<S>                                                                                              <C>                    <C>

RECONCILIATION OF NET INCOME
TO NET CASH PROVIDED BY OPERATING ACTIVITIES

        NET INCOME ...............................................................               $ 108,676              $ 106,098

Adjustments to reconcile net income to net cash
    provided by operating activities
    Depreciation .................................................................                 128,711                128,253
    Decrease (increase) in cash held for
        security deposits ........................................................                     653                   (202)
    Decrease in prepaid expenses .................................................                  48,164                 58,063
    Decrease (increase) in rents receivable ......................................                   4,774                 (4,129)
    Increase (decrease) in accounts payable ......................................                  17,500                 (1,849)
    Increase (decrease) in accrued expenses ......................................                  16,442                (12,923)
    Increase (decrease) in security deposits .....................................                   1,993                 (1,194)
    (Decrease) increase prepaid rents ............................................                  (1,062)                   226
    Increase in due to affiliates ................................................                    --                       39
                                                                                                 ---------              ---------

Total adjustments ................................................................                 217,175                166,284
                                                                                                 ---------              ---------

NET CASH PROVIDED BY OPERATING ACTIVITIES ........................................               $ 325,851              $ 272,382
                                                                                                 =========              =========
</TABLE>
        The accompanying notes are an integral part of these statements.

                                       13

<PAGE>



                          THE WILLOWBROOK JOINT VENTURE
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (UNAUDITED)


Readers of this quarterly report should refer to the Joint Venture's audited
financial statements as of December 31, 1995, as certain footnote disclosures
which would substantially duplicate those contained in such audited financial
statements have been omitted from this report.

1. INVESTMENT PROPERTY HELD FOR SALE:

On December 17, 1987, the Joint Venture acquired the Willowbrook Apartments, a
mid-rise apartment complex comprising 299 apartment units contained in eight
five-story buildings. The complex is located in Baltimore, Maryland.

On February 7, 1996, the Joint Venture entered into an agreement of sale with
Berwind Properties Group, Inc. and First Montgomery Properties, Ltd. Under the
terms of the agreement as amended on May 16, 1996, the Joint Venture will sell
The Willowbrook Apartments (including land), all related improvements and
tangible and intangible property for $9,850,000.

The sale must be approved by a majority of the limited partners of CIP, CIP
II, and CIP III. Upon sale of The Willowbrook Apartments, all assets of the
Joint Venture will be liquidated. The net proceeds will then be distributed to
its owners (CIP, CIP II, and CIP III) and the Joint Venture dissolved.

Due to the proposed sale of The Willowbrook Apartments and subsequent
liquidation of the Partnership, the Joint Venture has reflected the investment
property held for sale at the lower of cost or market. Market value is based on
the estimated cash proceeds (net of settlement costs) from the sale of the
Willowbrook Apartments. At March 31, 1996, the investment property held for sale
was not impaired.

The following is a summary of investment property as of March 31, 1996.        



Land .........................................    $  1,421,205

Building .....................................      11,006,247

Furniture and fixtures .......................       1,013,013
                                                  ------------

                                                    13,440,465

    Less: Accumulated depreciation ...........      (4,163,955)
                                                  ------------

                                                  $  9,276,510
                                                  ============

                                       14

<PAGE>



2. TRANSACTIONS WITH AFFILIATES:

Effective February 21, 1995, NPI-CL Management, L.P. ("NPI") which is
unaffiliated with the general partner, replaced an affiliate of the general
partner as Property Manager. Until this time, as compensation for property
management services performed by an affiliate of the Partners with respect to
the Property, the affiliate was entitled to a management fee in an amount not to
exceed 5% of gross revenues. On January 19, 1996, the stockholders of National
Property Investors, Inc. sold all of its issued and outstanding stock to IFGP
Corporation, an affiliate of Insignia Financial Group, Inc.

The general partners of CIP, CIP II, and CIP III and their affiliates were
entitled to reimbursement for administrative services rendered to the Joint
Venture and direct expenses of operations and goods and services used by and for
the Joint Venture. For the three months ended March 31, 1995, $3,339 of such
costs were incurred by the Joint Venture. Property management fees of $12,750
were incurred and paid for the three months ended March 31, 1995, to an
affiliate of the general partner. During the three months ended March 31, 1996,
there were no transactions with affiliates.

As of March 31, 1996, The Willowbrook Joint Venture owed a total of $326,293 to
Clover and its affiliates, including $7,161 for reimbursable costs and $319,132
for accrued property management fees. The payment of such amounts will be made
from the Willowbrook Joint Venture's cash flow when available and from the
proceeds of any sale or refinancing of the assets of the Willowbrook Joint
Venture.

3. SUBSEQUENT DISTRIBUTIONS:

In April 1996, the Joint Venture paid total distributions of $62,500 to its
partners.

4. GENERAL:

The financial statements reflect all adjustments which are, in the opinion of
the joint venture partners, necessary for a fair statement of results for the
interim periods presented. Such adjustments are of a normal recurring nature.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.


                                       15

<PAGE>



Item 2.  Management's  Discussion  and  Analysis of  Financial  Condition  and
         Results of Operations

    Financial Condition Liquidity and Capital Resources

    The Partnership's only remaining interest in real estate is a 42.91%
interest in The Willowbrook Joint Venture, a joint venture which owns the
Willowbrook Apartments. Consequently, the Partnership's primary remaining source
of operating cash flow will be distributions from The Willowbrook Joint Venture.

    On February 7, 1996, the Willowbrook Joint Venture, Berwind Property Group,
Inc. ("Berwind") and First Montgomery Properties, Ltd. ("First Montgomery", and
with Berwind, the "Buyers") executed an Agreement of Sale (as amended, the "Sale
Agreement") concerning the sale of Willowbrook Apartments (the "Sale").

    Pursuant to the terms of the Sale Agreement, the Buyers have agreed to
purchase The Willowbrook Apartments for a purchase price of $9,850,000. The
completion of the Sale is contingent upon the approval of the holders of more
than 50% of the outstanding Units and the holders of more than 50% of the
outstanding units of limited partnership interest in each of CIP, CIP II, and
CIP III. If such approval is not obtained on or before June 30, 1996, the 
Sale Agreement shall be automatically cancelled and terminated. 


    On March 31, 1996, the Partnership had cash on hand of $241,841 as compared
to $231,081 on December 31, 1995. These funds, along with future operating cash
flow, will be utilized for working capital needs and for distributions to the
Limited Partners.

    The Partnership's net cash flow from operations was $32,595 for the three
months ended March 31, 1996, as compared to $33,272 for the same period in 1995.
The decrease in net cash flow is primarily the result of an increase in cash
paid for operating expenses.

    The Joint Venture's net cash flow from operations was $325,851 for the three
months ended March 31, 1996, as compared to $272,382 for the same period in
1995. The increase in cash flow from operations over the period was due to an
increase in cash received from rentals and other income, in addition to a
decrease in cash paid for operating expenses.

    Cash distributions by the Partnership to the partners with respect to the
quarter ended December 31, 1995 of $55,660 were paid in January 1996. Of the
total amount, $55,103 were distributed to the Limited Partners and $557 was
distributed to the General Partner.

    The General Partner believes that the Partnership's current and future cash
flows will be sufficient to meet the Partnership's liquidity requirements,
absent any unanticipated cost increases or adverse market conditions.

    If the Sale is approved by the Limited Partners and completed, the proceeds
from the Sale distributed by the Joint Venture will be sufficient to cover the
anticipated costs of the Sale estimated to be $832,000.

    As of March 31, 1996, the Partnership had paid all outstanding amounts owed
to Clover and its affiliates. The Partnership has no outstanding amounts owed to
Clover and its affiliates and the Partnership made no payments to Clover and its
affiliates during the three months ended March 31, 1996.

    As of March 31, 1996, The Willowbrook Joint Venture owed a total of $326,293
to Clover

                                       16

<PAGE>



and its affiliates, including $7,161 for reimbursable costs and $319,132 for
accrued property management fees. The payment of such amounts will be made from
The Willowbrook Joint Venture's cash flow when available and from the proceeds
of any sales or refinancing of the assets of The Willowbrook Joint Venture.

    During the first quarter of 1996, The Willowbrook Joint Venture continued
its program instituted in 1993 at the Willowbrook Apartments to upgrade
apartment interiors with new appliances and carpeting, combined with an
aggressive marketing program.

    Effective February 21, 1995, the General Partner and certain of its
affiliates entered into an agreement with NPI-CL Management L.P. ("NPI"), an
entity unaffiliated with the Partnership or its General Partner, pursuant to
which NPI began providing day-to-day asset management services for the
Partnership as well as property management services for the Joint Venture. NPI
is an affiliate of National Property Investors, Inc. On January 19, 1996, the
stockholders of National Property Investors, Inc. sold all of its issued and
outstanding stock to IFGP Corporation, an affiliate of Insignia Financial Group,
Inc.

Results of Operations

    Three Months Ended March 31, 1996 vs. March 31, 1995

    Partnership revenues do not include the revenues from the Willowbrook
Apartments.

    The Partnership's income after amortization for the three months ended March
31, 1996 was $38,919 compared to $29,245 for the same period in 1995. The
increase over the period is primarily the result of a decrease in general and
administrative and amortization expenses.

    Rental income for the Willowbrook Apartments, as operated by The Willowbrook
Joint Venture for the three months ended March 31, 1996 was $511,753 as compared
to $494,733 for the same period in 1995. Other income for the three months ended
March 31, 1996 was $12,181 as compared to $5,584 for the same period in 1995.
Interest income for the three months ended March 31, 1996 was $138 as compared
to $484 for the same period in 1995. The increase in rental income is primarily
the result of an increase in average rental rates over the period. The change in
other income was due to increased miscellaneous charges to tenants including
late fees and utility reimbursements.

    The average effective rental rates for the Willowbrook Apartments for the
three months ended March 31, 1996 were $1,839 as compared to $1,787 for the same
period in 1995. The average occupancy for the Willowbrook Apartments for the
three months ended March 31, 1996 was 93.0% as compared to 92.6% for the same
period in 1995.

    Operating expenses for the Willowbrook Apartments for the three months ended
March 31, 1996 were $284,747 as compared to $261,502 for the same period in
1995. The increase in operating expenses over the period is primarily the result
of increased snow removal, maintenance, and utility expenses. These increases
can be attributed to the severe winter conditions the first quarter of 1996 at
the property.

    The Joint Venture's income after depreciation for the three months ended
March 31, 1996 was $108,676 as compared to $106,098 for the same period in 1995.
The increase in income after depreciation in 1996 is primarily the result of
increased rental income offset by an increase in operating expenses.


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<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.





                                  CLOVER INCOME PROPERTIES II, L.P.

                                  By:     C.I.P. II MANAGEMENT CORPORATION




                                  By:     /s/Donald N. Love
                                          -----------------------------
                                          Donald N. Love, President



                                  By:     /s/Stanley E. Borucki
                                          -----------------------------
                                          Stanley E. Borucki, Treasurer



                                  Date: June 4, 1996

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