Although it prefigures many advances in linguistic theory, the scholarship of nineteenth century scholar Mikołaj Kruszewski is today largely forgotten. In these papers I hope to rectify this situation somewhat by introducing Kruszewski’s insights to modern discourse on phonology. In addition to a detailed summary of Kruszewski’s major work, An Outline of Linguistic Science (Očerk Nauki O Jazyke) (1883), I place his work in the context of subsequent (mostly post-war) approaches to language structure. Some of Kruszewski’s major insights include (1) the arbitrary relationship between sound and meaning, (2) the non-teleological nature of the linguistic system, (3) the generative or creative character of language, (4) the connectionist organization of the lexicon, and (5) the optimality-theoretic-esque proposal that linguistic systems may be analyzed as the product of pressures and constraints in inherent conflict with one another. This, Part Two of a two-part presentation, considers the second five chapters of Kruszewski’s ten-chapter book.