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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                SCHEDULE 14D-1/A

                   Tender Offer Statement Pursuant to Section
                 14(d)(1) of the Securities Exchange Act of 1934
                                (AMENDMENT NO. 2)

                       DIVALL INSURED INCOME PROPERTIES 2
                               LIMITED PARTNERSHIP
                            (Name of Subject Company)

                        U.S. RESTAURANT PROPERTIES, INC.
                                    (Bidder)

                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)
                                    255016107
                      (CUSIP Number of Class of Securities)

                                ROBERT J. STETSON
                        U.S. RESTAURANT PROPERTIES, INC.
                             5310 HARVEST HILL ROAD
                                    SUITE 270
                               DALLAS, TEXAS 75230
                                 (972) 387-1487
       (Name, Address and Telephone Number of Person Authorized to Receive
                 Notices and Communications on Behalf of Bidder)

                                   COPIES TO:
                                KENNETH L. BETTS
                         WINSTEAD SECHREST & MINICK P.C.
                                 1201 ELM STREET
                                   SUITE 5400
                               DALLAS, TEXAS 75270
                                 (214) 745-5400

                            CALCULATION OF FILING FEE
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 Transaction valuation*                                  Amount of filing fee
- --------------------------------------------------------------------------------
     $10,459,280                                                 $2,093
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|X|      Check  box if any  part  of the  fee is  offset  as  provided  by  Rule
         0-11(a)(2)  and identify the filing with which the  offsetting  fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:    $1,852           Filing Party:  U.S. Restaurant
                                                           Properties, Inc.

Form or Registration No.:  Schedule 14D-1   Date Filed:    March 27, 1998
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 *For purposes of calculating the filing fee only. This amount assumes the
  purchase of 23,140 Interests of the subject company for $452 per Interest
  in cash.






         This  Amendment No. 2 to the Tender Offer  Statement on Schedule  14D-1
(the  "Schedule  14D-1"),  originally  filed with the  Securities  and  Exchange
Commission (the  "Commission")  on March 27, 1998,  relates to the offer by U.S.
Restaurant Properties,  Inc., a Maryland corporation (the "Bidder"), to purchase
up to 49.9% of the limited  partnership  interests (the "Interests"),  of Divall
Insured Income Properties 2 Limited Partnership, a Wisconsin limited partnership
(the  "Partnership"),  upon the terms and subject to the conditions set forth in
the Bidder's  Offer to Purchase  dated March 27, 1998 (the "Offer to  Purchase")
and in the related Letter of Transmittal  (which,  as amended from time to time,
together with the Offer to Purchase,  constitutes the "Offer"),  copies of which
were attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2) respectively.

ITEM 1.  SECURITY AND SUBJECT COMPANY

         Item 1(b) is hereby amended to read in its entirety as follows:

         (b) This Statement relates to the offer by U.S. Restaurant  Properties,
Inc., a Maryland  corporation  ("Bidder"),  to purchase a limited  number of the
limited partnership interests (the "Interests"),  of the Partnership at $452 per
Interest,  net to the  seller  in  cash,  upon  the  terms  and  subject  to the
conditions  set forth in the Offer to Purchase (the "Offer to Purchase")  and in
the related  Letter of  Transmittal  (collectively  referred to as the "Offer").
Information  concerning the number of Interests  outstanding is set forth in the
introduction to the Offer to Purchase (the  "Introduction")  and is incorporated
herein by reference.

         Item 1(c) is hereby amended to add the following sentence:

         The information set forth in Exhibit (a)(6) to the Offer to Purchase is
incorporated herein by reference.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS

         Item 11 is hereby  amended  and  supplemented  by adding the  following
         Exhibit:

         (a)(6)   Form of Letter to Interest Holders, dated May 11, 1998.



                                      - 2 -





                                    SIGNATURE


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

         Dated: May 11, 1998



                                       U.S. RESTAURANT PROPERTIES, INC.



                                       By:   /s/ Robert J. Stetson
                                          -------------------------------------
                                          Robert J. Stetson
                                          Chief Executive Officer and President





                                      - 3 -





                                 EXHIBIT (a)(6)

                       FORM OF LETTER TO INTEREST HOLDERS

May 11, 1998

Re:      DiVall Insured Income Properties 2 L.P. (the "Partnership")
         Offer of U.S. Restaurant Properties, Inc.

Dear Limited Partner:

         As you are aware, U.S. Restaurant Properties,  Inc. (the "Company") has
made a public tender offer to purchase your limited  partnership  interests (the
"Interests") for $400 per Interest.  As we have previously  explained to you, in
our initial  meetings  with the general  partner of the  Partnership,  the Provo
Group (the  "General  Partner"),  the General  Partner  indicated no interest in
negotiating a sale of the  Partnership's  properties.  Additionally,  our tender
offer was initially based upon financial  information of the  Partnership  filed
with the  Securities  and Exchange  Commission  (the "SEC") as of September  30,
1997. This information did not contain property valuation information.

         Subsequent to the initiation of our tender offer,  the  Partnership has
filed its financial information for the fiscal year ended December 31, 1997 with
the SEC and property valuation information contained in the Valuation Associates
appraisal  has been  made  available  through  communications  from the  General
Partner to each of the Limited  Partners.  Based upon this new  information,  we
hereby increase our offer to $452 per Interest.

         Additionally, according to the terms of the Offer to Purchase which you
have previously received,  the purchase price per Interest payable in the tender
offer  would be  reduced  to the  extent of any cash or  non-cash  distributions
declared  on or after  March  27,  1998  with  respect  to the  Interests.  This
provision  was not  intended  to include (i) the  regular  quarterly  "operating
income" distribution of $17 per Interest, or (ii) the "liquidating distribution"
of $33 per Interest  which the General  Partner has  projected to pay on May 15,
1998.  To the extent such  distributions  are paid prior to the transfer of your
tendered Interests, you will be entitled to retain such distributions.

     Limited  Partners now have the  opportunity  to receive $452 per  Interest,
which is $27 more than the next  highest  current  offer of which the Company is
aware.  Unlike  the  course of action  proposed  by the  General  Partner in its
correspondence  to you dated April 24, 1998,  our offer for the Interests is not
contingent on (i) whether the  Partnership is successful at finding a bidder for
the  properties at the prices being  discussed,  (ii) obtaining the consent of a
majority of the Limited Partners, or (iii) any financing contingencies typically
associated  with  property  sales.  Limited  Partners who have already  tendered
Interests  according to our original offer will automatically be included in the
offer at $452 per Interest. You may still use the GREEN Letter of Transmittal we
previously sent to you in order to tender your Interests.  The tender offer will
remain open until June 2, 1998.

         As a result of the  consummation of the Offer,  the Company may be in a
position to influence any  partnership  decisions on which Limited  Partners may
vote. The Company will vote





any Interests acquired in the Offer in its own interest,  which may be different
from or in conflict with the interests of the remaining Interest Holders.

         Should you have any questions or concerns regarding this offer,  please
feel free to give us a call at (800) 449-8435 and speak with Bob Coleman.

Sincerely,


       /s/   Robert J. Stetson
- ----------------------------------
Robert J. Stetson, President & CEO
U.S. Restaurant Properties, Inc.