Exhibit (a)(3)






June 25, 2007

TO:        UNIT HOLDERS OF UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME
           FUND II, L.P.

SUBJECT:   OFFER TO PURCHASE UNITS

Dear Unit Holder:

As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer") the Purchasers named in the attached Offer
(collectively the "Purchasers") are offering to purchase up to 580,705 Units of
limited partnership interest (the "Units") in UNIPROP MANUFACTURED HOUSING
COMMUNITIES INCOME FUND II, L.P. (the "Partnership") at a purchase price equal
to:

                                 $8.00 per Unit
                                 --------------

The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
L.P. without the usual transaction costs associated with market sales or
partnership transfer fees. Reasons you may wish to sell your Units include:

     o    OUR  HIGHEST  OFFER  PRICE YET.  This Offer of $8 a unit is 33% higher
          than our previous offer in December.

     o    UNCERTAINTY  OF PARTNERSHIP  TERMINATION.  Our offer provides you with
          the opportunity to receive a guaranteed amount of money in a specified
          time period.  The Partnership  term extends through December 31, 2026!
          The Partnership  stated that "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." (emphasis added).

     o    ILLIQUIDITY OF UNITS. The relative  illiquidity of the Units resulting
          from the absence of a formal trading market makes the Units  difficult
          to sell.

     o    NO FUTURE IRS FILING REQUIREMENTS. The tax year in which you sell your
          Units will be the final year for which you will be obligated to file a
          K-1 for the  Partnership  with your tax return.  This may  represent a
          reduction in costs  associated  with filing  complicated  tax returns.
          Your  decision to sell may have other  favorable  or  unfavorable  tax
          consequences and potential sellers should consult their individual tax
          advisers.

     o    ELIMINATION  OF RETIREMENT  ACCOUNT FEES. If you sell your Units,  you
          may avoid  incurring  fees for having this  investment  in your IRA or
          retirement account. Because many custodians have transfer restrictions
          against  limited  partnership  units  or  charge  additional  fees for
          holding this type of asset,  many investors are faced with the task of
          searching for a way to avoid these fees. Once our cash payment is sent
          directly to your retirement account,  you are free to consolidate your
          retirement  accounts or transfer the funds to a custodian  that offers
          lower fees.


After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax (then
mail) a duly completed and executed copy of the Letter of Transmittal (printed
on purple paper) and change of address forms, and any other documents required
by the Letter of Transmittal, to the Depositary for the Offer at:

                         MacKenzie Patterson Fuller, LP
                  1640 School Street, Moraga, California 94556
                            Facsimile: (925) 631-9119

If you have any questions or need assistance, please call the Depositary at
800-854-8357.

This Offer expires (unless extended) July 31, 2007.