10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarter Ended September 30, 2010

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

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)

(248) 645-9220

(Registrant's telephone number, including area code)

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

units of beneficial assignments of limited partnership interest

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨   No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer ¨  Accelerated filer ¨  Non-accelerated filer ¨  Smaller reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).             Yes ¨         No x

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

INDEX

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Balance Sheets
	September 30, 2010 (Unaudited) and
	December 31, 2009	3
	Statements of Operations
	Nine and Three months ended September 30, 2010
	and 2009 (Unaudited)	4
	Statement of Partners’ Equity
	Nine months ended September 30, 2010 (Unaudited)	4
	Statements of Cash Flows
	Nine months ended September 30, 2010 and 2009 (Unaudited)	5
	Notes to Financial Statements
	September 30, 2010 (Unaudited)	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 4.	CONTROLS AND PROCEDURES	10
PART II	OTHER INFORMATION	10
ITEM 1.	LEGAL PROCEEDINGS	10
ITEM 1A.	RISK FACTORS	10
ITEM 6.	EXHIBITS	11

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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

BALANCE SHEETS

ASSETS

	September 30,2010			December 31, 2009
	(Unaudited)
Properties:
Land	$	8,952,937		$	8,952,937
Buildings And Improvements		41,582,057			41,422,578
Furniture And Fixtures		613,094			576,801
		51,148,088			50,952,316
Less Accumulated Depreciation		(30,797,854	)		(29,674,778	)
		20,350,234			21,277,538
Cash And Cash Equivalents		7,179,217			7,370,544
Unamortized Finance Costs		631,356			652,170
Manufactured Homes and Improvements		827,212			412,635
Other Assets		1,542,764			1,417,425
Total Assets	$	30,530,783		$	31,130,312
LIABILITIES & PARTNERS' EQUITY
	September 30,2010			December 31, 2009
	(Unaudited)
Accounts Payable	$	110,217		$	95,517
Other Liabilities		627,364			416,672
Notes Payable		22,446,696			22,750,674
Total Liabilities	$	23,184,277		$	23,262,863
Partners' Equity:
General Partner		418,743			416,024
Unit Holders		6,927,763			7,451,425
Total Partners' Equity		7,346,506			7,867,449
Total Liabilities And
Partners' Equity	$	30,530,783		$	31,130,312

See Notes to Financial Statements

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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS	NINE MONTHS ENDED					THREE MONTHS ENDED
(unaudited)	September 30, 2010		September 30, 2009			September 30, 2010		September 30, 2009
Income:
Rental Income	$	5,434,529	$	5,468,039			1,783,968		1,839,168
Home Sale Income		153,665		449,200			41,030		64,060
Other		541,784		420,905			144,740		139,892
Total Income		6,129,978		6,338,144			1,969,738		2,043,120
Operating Expenses:
Administrative Expenses
(Including $289,010, $290,395, $95,056 and $97,602, in Property Management Fees Paid to an Affiliate for the Nine and Three Month Period Ended September 30, 2010 and 2009, respectively)		1,718,990		1,753,150			547,261		553,394
Property Taxes		761,829		738,670			253,878		245,691
Utilities		470,241		474,517			158,998		162,623
Property Operations		444,121		733,064			162,154		181,513
Depreciation		1,123,076		1,098,257			376,503		370,160
Interest		1,142,909		1,162,450			379,283		385,904
Home Sale Expense		196,942		626,621			56,753		108,505
Total Operating Expenses		5,858,108		6,586,729			1,934,830		2,007,790
Net Income (Loss)	$	271,870	$	(248,585	)	$	34,908	$	35,330
Income (Loss) per Limited Partnership Unit:		0.08		(0.08	)		0.01		0.01
Distribution Per Unit:		0.24		0.24			0.08		0.08
Weighted Average Number Of Units
Of Beneficial Assignment Of Limited Partnership
Interest Outstanding During The Six and Three Month
Period Ended September 30, 2010 and 2009.		3,303,387		3,303,387			3,303,387		3,303,387

STATEMENT OF PARTNERS' EQUITY (Unaudited)

	General Partner		Unit Holders			Total
Balance, December 31, 2009	$	416,024	$	7,451,425		$	7,867,449
Distributions				(792,813	)		(792,813	)
Net Income		2,719		269,151		$	271,870
Balance as of September 30, 2010	$	418,743	$	6,927,763		$	7,346,506

See Notes to Financial Statements

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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

(Unaudited)

	NINE MONTHS ENDED
	September 30,2010			September 30,2009
Cash Flows From Operating Activities:
Net (Loss) Income	$	271,870		$	(248,585	)
Adjustments To Reconcile Net (Loss) Income
To Net Cash Provided By
Operating Activities:
Depreciation		1,123,076			1,098,257
Amortization		20,814			20,814
(Increase) Decrease  in Manufactured Homes and Home Improvements		(414,577	)		274,015
Increase  In Other Assets		(125,339	)		(341,863	)
Increase In Accounts Payable		14,700			48,467
Increase In Other Liabilities		210,692			135,560
Total Adjustments		829,366			1,235,250
Net Cash Provided By
Operating Activities		1,101,236			986,665
Cash Flows Used In Investing Activities:
Purchase of property and equipment		(195,772	)		(174,288	)
Cash Flows From Financing Activities:
Distributions To Unit Holders		(792,813	)		(792,813	)
Payment On Mortgage		(303,978	)		(284,544	)
Net Cash Used In
Financing Activities		(1,096,791	)		(1,077,357	)
Decrease In Cash and Equivalents		(191,327	)		(264,980	)
Cash and Equivalents, Beginning		7,370,544			7,469,961
Cash and Equivalents, Ending	$	7,179,217		$	7,204,981

See Notes to Financial Statements

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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

September 30, 2010 (Unaudited)

1. Basis of Presentation:

The accompanying unaudited 2010 financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  The balance sheet at December 31, 2009 has been derived from the audited financial statements at that date.  Operating results for the three and nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010, or for any other interim period.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership’s Form 10-K for the year ended December 31, 2009.

We have evaluated subsequent events through the date of this filing. We do not believe there are any material subsequent events which would require further disclosure.

2. Mortgage Payable:

On August 29, 2008, the Partnership refinanced its existing mortgage note payable and executed seven new mortgages payable in the amount of $23,225,000 secured by the seven properties of the Partnership. To pay off the prior mortgage balance of $25,277,523 and the costs of refinancing, the Partnership transferred $2,735,555 from cash reserves.  The mortgages are payable in monthly installments of interest and principal through September 2033.  Interest on these notes is accrued at a fixed rate of 6.625% for five years, at which time, the rate will reset to the lender’s then prevailing market rate.  As of September 30, 2010 the balance on these notes was $22,446,696.

The Partnership incurred $693,798 in financing costs as a result of the refinancing which is being amortized over the life of the loan.  This included a 1% fee payable to an affiliate of the General Partner.

Future maturities on the note payable for the next five years and thereafter are as follows: remainder of 2010 - $104,720; 2011 - $436,612; 2012 - $466,432; 2013 - $498,289; 2014 - $532,321; and thereafter - $20,408,322.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

See Part II, Item 7 – Critical Accounting Policies, our consolidated financial statements and related notes in Part IV, Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 22, 2010 for accounting policies and related estimates we believe are the most critical to understanding condensed consolidated financial statements, financial conditions and results of operations and which require complex management judgment and assumptions or involve uncertainties.  There have been no material changes to the critical accounting policies and estimates previously disclosed in that report.

Liquidity and Capital Resources

Partnership liquidity is based, in part, upon its investment strategy.  Upon acquisition, the Partnership anticipated owning the properties for seven to ten years.   All of the properties have been owned by the Partnership for more than ten years.  The General Partner may elect to have the Partnership own the properties for as long as, in the opinion of the General Partner, it is in the best interest of the Partnership to do so.

The Partnership's capital resources consist primarily of its seven manufactured home communities. On August 29, 2008, the Partnership refinanced these properties with Stancorp Mortgage Investors, LLC (the “Refinancing”) in the amount of $23,225,000 secured by the seven properties of the Partnership. To pay off the prior mortgage balance of $25,277,523 and the costs of refinancing, the Partnership transferred $2,735,555 from cash reserves.  The mortgages are payable in monthly installments of interest and principal through September 2033.  Interest on these notes are accrued at a fixed rate of 6.625% for five years, at which time, the rate will reset to the lenders then prevailing market rate.  As of September 30, 2010 the balance on these notes was $22,446,696.

The Partnership incurred $693,798 in financing costs as a result of the refinancing which is being amortized over the life of the loan.  This included a 1% fee payable to an affiliate of the General Partner.

As a result of the Refinancing, all of the Partnership’s seven properties are mortgaged. At the time of the Refinancing, the aggregate principal amount due under the seven mortgage notes was $23,225,000 and the aggregate fair market value of the Partnership’s mortgaged properties was $73,550,000.  The Partnership expects to meet its short-term liquidity needs generally through its working capital provided by operating activities.

The General Partner has decided to distribute $264,271, or $.08 per unit, to the unit holders for the third quarter ended September 30, 2010. The General Partner will continue to monitor cash flow generated by the Partnership’s seven properties during the coming quarters.  If cash flow generated is greater or lesser than the amount needed to maintain the current distribution level, the General Partner may elect to reduce or increase the level of future distributions paid to Unit Holders.

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As of September 30, 2010, the Partnership’s cash balance amounted to $7,179,217. The level of cash balance maintained is at the discretion of the General Partner.

Results of Operations

Overall, as illustrated in the following table, the Partnership's seven properties reported combined occupancy of 50% at the end of September 2010 versus 54% at the end of September 2009. The average monthly homesite rent as of September 30, 2010 was approximately $482; versus $475 from September 2009 (average rent not a weighted average).

	Total		Occupied		Occupancy			Average*
	Capacity		Sites		Rate			Rent
Ardmor Village		339		164		48	%	$	495
Camelot Manor		335		104		31	%		403
Dutch Hills		278		114		41	%		404
El Adobe		367		205		56	%		510
Stonegate Manor		308		113		37	%		394
Sunshine Village		356		227		64	%		595
West Valley		421		321		76	%		576
Total on 9/30/10:		2,404		1,248		50	%	$	482
Total on 9/30/09:		2,404		1,297		54	%	$	475

*Not a weighted average

	Gross Revenue				Net Operating Income and Net (Loss) Income						Gross Revenue				Net Operating Income and Net (Loss) Income
	9/30/2010		9/30/2009		9/30/2010			9/30/2009			09/30/2010		09/30/2009		09/30/2010			09/30/2009
	three months ended				three months ended						nine months ended				nine months ended
Ardmor	$	251,991	$	257,752	$	122,152		$	128,054		$	761,591	$	787,985	$	378,307		$	355,530
Camelot Manor		140,800		169,522		27,268			24,648			431,580		508,554		100,397			109,819
Dutch Hills		154,298		157,367		41,184			66,564			443,125		494,773		145,406			207,259
El Adobe		303,797		302,348		145,220			143,383			980,137		946,062		540,851			464,001
Stonegate		156,029		160,338		48,770			61,136			467,510		498,828		146,387			166,051
Sunshine		398,440		384,719		195,011			169,634			1,287,278		1,191,566		585,981			512,151
West Valley		556,494		604,319		352,193			340,001			1,737,808		1,885,828		1,152,716			961,592
		1,961,849		2,036,365		931,798			933,420			6,109,029		6,313,596		3,050,045			2,776,403
Partnership Management		7,889		6,755		(100,188	)		(100,279	)		20,949		24,548		(416,787	)		(418,195	)
Other Expense		——		——		(40,916	)		(41,747	)		——		——		(95,403	)		(346,086	)
Interest Expense		——		——		(379,283	)		(385,904	)		——		——		(1,142,909	)		(1,162,450	)
Depreciation		——		——		(376,503	)		(370,160	)		——		——		(1,123,076	)		(1,098,257	)
	$	1,969,738	$	2,043,120	$	34,908		$	35,330		$	6,129,978	$	6,338,144	$	271,870		$	(248,585	)

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Net Operating Income (“NOI”) is a non-GAAP financial measure equal to net income, the most comparable GAAP financial measure, plus depreciation, interest expense, partnership management expense, and other expenses.  The Partnership believes that NOI is useful to investors and the Partnership’s management as an indication of the Partnership’s ability to service debt and pay cash distributions.  NOI presented by the Partnership may not be comparable to NOI reported by other companies that define NOI differently, and should not be considered as an alternative to net income as an indication of performance or to cash flows as a measure of liquidity or ability to make distributions.

Comparison of Three Months Ended September 30, 2010 to Three Month Ended September 30, 2009

Gross revenues decreased $73,382 to $1,969,738 in 2010, from $2,043,120 in 2009.  This was due to lower occupancy and decreased home sale activity, which was offset by an increase in other income.

As described in the Statements of Operations, total operating expenses decreased $72,960, to $1,934,830 in 2010, as compared to $2,007,790 in 2009.  This was mainly due to decreased home sale activity.

As a result of the aforementioned factors, the Partnership experienced Net Income of $34,908 for the third quarter of 2010 as compared to Net Income of $35,330 for the third quarter of 2009.

Comparison of Nine Months Ended September 30, 2010 to Nine Months EndedSeptember 30, 2009

Gross revenues decreased $208,166 to $6,129,978 in 2010, from $6,338,144 in 2009.  The decrease was mainly due to lower occupancy and decreased home sale activity, which was offset by an increase in other income.

As described in the Statements of Operations, total operating expenses decreased $728,621, to $5,858,108 in 2010, as compared to $6,586,729 in 2009.  The decrease was primarily a result of decreased property operations expenditures relating to the relocation of residents from a neighboring, closed manufactured home community into the Sunshine Village property in Davie, Florida during 2009 and decreased home sale expenses.

As a result of the aforementioned factors, the Partnership experienced Net Income of $271,870 in 2010 as compared to a Net Loss of $248,585 in 2009.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

The Partnership is exposed to interest rate rise primarily through its borrowing activities.

There is inherent roll over risk for borrowings as they mature and are renewed at current market rates.  The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Partnership’s future financing requirements.

Note Payable:  At September 30, 2010 the Partnership had notes payable outstanding in the amount of $22,446,696.  Interest on these notes is at a fixed annual rate of 6.625% through September 2013, at which time, the rate will reset to the lender’s then prevailing market rate.

The Partnership does not enter into financial instruments transactions for trading or other speculative purposes or to manage its interest rate exposure.

ITEM 4.

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Partnership carried out an evaluation, under the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.  Based upon, and as of the date of, this evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the quarterly report is recorded, processed, summarized and reported as and when required.

There was no change in the Partnership’s internal controls over financial reporting that occurred during the most recent completed quarter that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item IA.  Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results.  The risks described in our Annual Report on Form 10-K are not the only risks facing our Company.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition and/or operating results.

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ITEM 6.

EXHIBITS

Exhibit 31.1 Principal Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934, as amended

Exhibit 31.2 Principal Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934, as amended

Exhibit 32.1 Certifications pursuant to 18 U.S C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes –Oxley Act of 2002.

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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/ Joel Schwartz
		Joel Schwartz, Principal Financial Officer

Dated: November 12, 2010

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EX-31.1

Exhibit 31.1

I, Paul M Zlotoff, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Uniprop Manufactured Housing Income Fund II;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2010	Signature:	/s/ Paul M. Zlotoff
	Paul M. Zlotoff, Principal Executive Officer
	President & Director of Uniprop, Inc.

EX-31.2

Exhibit 31.2

I, Joel Schwartz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Uniprop Manufactured Housing Income Fund II;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this l report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for  external purposes in accordance with generally accepted accounting principles;

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2010	Signature:	/s/ Joel Schwartz
	Joel Schwartz, Principal Financial Officer
	Chief Financial Officer of Uniprop Inc.

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Uniprop Manufactured Housing Communities Income Fund II (the “Company”) on Form 10-Q for the period ending September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the ”Report”), I Paul M Zlotoff, Principal Executive Officer of the Company, Joel Schwartz, Principal Financial Officer,  certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934; and

2. The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company.

/s/ Paul M Zlotoff

Principal Executive Officer,

General Partner to Genesis Associates Limited Partnership

President & Director of GP Genesis Corp.

/s/ Joel Schwartz

Principal Financial Officer of Uniprop, Inc.

November 12, 2010