March 26, 1999
Securities and Exchange Commission
Washington D. C. 20549
FORM 12b-25
Notification of Late Filing
Form 10-K
For Period Ended December 31, 1998
Part I - Registrant Information
First Dearborn Income Properties L. P. II
154 West Hubbard Street, Suite 250
Chicago, Illinois 60610
Part II - Rules 12b-25(b) and (c)
a- The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense.
Part III - Narrative
Additional year end work is necessary to complete the audited financial
statements of the unconsolidted subsidiaries. The information was previously
not fully reported in conjunction with the Form 10-K. The additional
disclosure was not considered necessary for a fair disclosure of the
financial position of the partnership. The additional time needed to
complete the additional audit work and write the additional disclosures,
make it impractical to complete the 10-K filing by the due date.
Part IV - Other Information
1- Name and telephone number of contact:
Daniel Bartok
708 747-4334
2 - All other reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12
months which have been required, have been filed.
