25

                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                               FORM 10-K

          [X]  Annual Report Pursuant to Section 13 or 15(d)
              of the Securities and Exchange Act of 1934


For the fiscal year ended                    Commission File Number
December 31, 1999                                      33-4682


              CAPITAL BUILDERS DEVELOPMENT PROPERTIES II,
                   A CALIFORNIA LIMITED PARTNERSHIP
        (Exact name of registrant as specified in its charter)


  California                                      77-0111643
(tate or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)            Identification No.)

1130 Iron Point Road, Suite 170, Folsom, California  95630
(Address of principal executive offices)          Zip Code

Registrant's telephone number, including area code: (916) 353-0500

Securities registered pursuant to Section 12(b) of the Act:  NONE

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

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 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.
X Yes     No

As  of December 31, 1999 the aggregate Limited Partnership Units  held
by nonaffiliates of the registrant was 23,030.  There is no market for
the Units.

Documents Incorporated by Reference

Limited Partnership Agreement dated February 6, 1986, filed as Exhibit
3.3, and the Amendment to the Limited Partnership Agreement dated  May
22, 1986 filed as Exhibit 3.4 to Registration Statement No. 33-4682 of
Capital  Builders  Development Properties  II,  A  California  Limited
Partnership, are hereby incorporated by reference into Part IV of this
Form 10K.
                                PART I

ITEM 1.   BUSINESS

(a)  General Development of Business

Capital  Builders Development Properties II (the "Partnership")  is  a
publicly  held  limited partnership organized under the provisions  of
the California Revised Limited Partnership Act pursuant to the Limited
Partnership  Agreement  dated  February  6,  1986,  as  amended   (the
"Agreement").   The Partnership commenced on May 22,  1986  and  shall
continue in full force and be effective until December 31, 2021 unless
dissolved sooner by certain events as described in the Agreement.  The
Managing  General  Partner  is Capital Builders,  Inc.,  a  California
Corporation  (CB).   The  Associate  General  Partners  are  the  sole
shareholder, President and Director of CB, and four founders of CB.

On  October  6,  1986  the Partnership sold 2,407 Limited  Partnership
Units  for  a total of $1,203,500.  From October 6, 1986, through  May
21,  1988, the Partnership sold an additional 20,623 Units for a total
of  23,030  Units.   On May 21, 1988, the Partnership  was  closed  to
capital  raising activity with a total of $11,515,000 proceeds  raised
from  the offering.  The General Partners have contributed capital  in
the  amount  of  $1,000 to the Partnership for a 1%  interest  in  the
profits, losses, tax credits and distributions of the Partnership.

(b)  Financial Information about Industry Segments

The  Partnership is in the business of real estate development and  is
not   a   significant  factor  in  its  industry.   The  Partnership's
investment  properties  are  located  near  major  urban  areas   and,
accordingly,  compete  not  only  with  similar  properties  in  their
immediate  areas but with hundreds of properties throughout the  urban
areas.   Such  competition  is primarily on the  basis  of  locations,
rents,  services and amenities.  In addition, the Partnership competes
with  significant numbers of individuals and organizations  (including
similar  partnerships,  real estate investment  trusts  and  financial
institutions) with respect to the purchase and sale of land, primarily
on the basis of the prices and terms of such transactions.

(c)  Narrative Description of the Business

The Partnership's business objective is to complete the development of
its existing land with light industrial and office buildings for lease
and   eventual  sale.   The  primary  investment  objective   of   the
Partnership  is to realize capital appreciation from the sale  of  the
Properties  developed  by  it some three  to  five  years  after  such
Properties  have  been  placed  in  service.  A  secondary  investment
objective  is  to  generate  cash  from  the  leasing  of  Partnership
Properties  pending  their  sale  for  distribution  to  the   Limited
Partners, although it is not presently anticipated that the amount  of
such  cash available for distribution to the Limited Partners will  be
significant.   Since  the  Partnership has  not  sold  its  investment
properties, it has not achieved its investment goals as yet.  Although
investor  returns cannot be accurately determined until the investment
properties are sold, due to the additional time required to  lease  up
the  investment properties, the decline in real estate  values  during
the California recession, it is anticipated that ultimate returns will
be  less  than initially projected.  Funds obtained by the Partnership
from the sale of Limited Partnership Units were used to acquire equity
interest  in  one  piece  of land for development  and  a  40%  equity
interest  in another for development in accordance with its investment
objective.

On April 10, 1987, the Partnership entered into a joint venture called
Capital  Builders  Roseville  Venture  ("JV")  with  Capital  Builders
Development  Properties  ("CBDP"), a California  limited  partnership.
The  Partnership and CBDP are affiliates as they have the same General
Partner,  but there are no direct transactions between the  respective
Partnerships.  The Partnership contributed $900,000 resulting in a 40%
interest in the profits, losses and cash distributions of the JV.  CB,
the  Managing General Partner of the Partnership, had the same  rights
and obligations with respect to the JV's operations and management  as
it could exercise as Managing General Partner of the Partnership.  The
JV  was dissolved as of May 1, 1997 when the Partnership purchased the
remaining 60% interest in the JV.

The  acquisition of the real estate is consistent with the Partnership
objectives which are to acquire, develop, hold, maintain, lease, sell,
or otherwise dispose of real property within the Western United States
(including  the  states  of California, Oregon,  Washington,  Arizona,
Nevada,  New  Mexico, Utah, Colorado, Hawaii, and  Alaska),  including
without   limitation,   the  acquisition  of  undeveloped   land   for
development  and  construction  of  research  and  development,  light
industrial,  commercial/retail, or office buildings thereon,  and  the
acquisition   of   partially   completed  commercial   real   property
developments for completion of development.

Although  the  Associate General Partners, Officers, and Directors  of
the  Managing  General  Partners  are  experienced  in  real  property
operation  and management, they also may utilize independent advisors,
agents,  and  workers,  in addition to the Partnership  employees,  to
assist them in the operation, leasing, maintenance and improvement  of
the Partnership's properties.

The  Partnership has no full time employees but is managed by CB,  the
Managing General Partner.

ITEM 2.   PROPERTIES

The Partnership owns 100% equity interest in two properties, Highlands
80  Commerce  Center ("H80") and Capital Professional Center  ("CPC").
H80  is a  three phase development.  Phase I is a 109,000 square  foot
office/industrial  project consisting of five multi-tenant  buildings.
Phase  II  consists of approximately 45,921 square feet of  two,  one-
story  light  industrial/office space buildings  and  Phase  III  will
consist of one,  30,000 square foot two-story office building.

CPC  is  a 40,400 square foot office project consisting of two  multi-
tenant  buildings which are completely developed and have  achieved  a
stabilized occupancy.

Additional information about the individual properties follows:

                                          H80                 CPC

Ownership Percentage:                    100%                100%

Acquisition Date:              April 30, 1987     Apr 10, 1987 - 40%
                                                           Ownership
                                                   May 1, 1997 - 60%
                                                           Ownership

Location:                    North Highlands,             Roseville,
                                    California            California

  Present Monthly
       Effective Average
       Base Rent Per Square Foot:       $0.95               $1.64

  Square Footage Mix:
       Office                          21,967              40,397
       Industrial                     132,890

  Leased Occupancy at
          December 31:   1999             80%                100%
                         1998             68%                 91%
                         1997             75%                100%
                         1996             78%                 95%
                         1995             86%                 95%

  Current Year Depreciation:         $309,336             $92,384

  Method of Depreciation:       Straight Line       Straight Line

  Depreciation Life:                 40 Years            40 Years
                           Bldg. Improvements  Bldg. Improvements
                               Life of Lease        Life of Lease
                          Tenant Improvements Tenant Improvements

  Total cost:                     $10,193,663          $4,724,075

  Encumbrances:                    $6,009,885          $3,303,049

  Tenant occupying more
  than 10% of square                     None     Coldwell Banker
  footage and nature of business:               Residential Real
                                                Estate Brokerage)
                                                  First American
                                                   Title Ins. Co.

H80 and CPC are subject to encumbrances which are more fully described
under  Note 4 of the Partnership's financial statements included under
Item 8 which is incorporated herein by reference.

Both  properties are being leased to a wide variety of  tenants  in  a
diversity of industries.  Leases are typically three to five years  in
term  and  provide  for  free rent periods,  at  inception,  equal  to
approximately  one month per three years of lease term.   Some  leases
contain options to extend the term of the lease.

The  Partnership's investment properties are located  in  major  urban
areas  and,  therefore, must compete with properties  of  greater  and
lesser  quality.   Such  competition  is  based  primarily  on   rent,
location,  services and amenities.  The properties  are  suitable  for
their current and anticipated use.

ITEM 3.   LEGAL PROCEEDINGS

NONE

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE


                                PART II

ITEM 5.   MARKET  FOR  REGISTRANT'S LIMITED PARTNERSHIP INTERESTS  AND
          RELATED SECURITY HOLDER MATTERS

There  is  no  public  trading market for  the  Partnership's  Limited
Partnership  Units  and it is not anticipated that  a  public  trading
market will develop.  Furthermore, the Partnership Agreement prohibits
Limited  Partners from transferring Limited Partnership  Interests  if
such transfers would result in the dissolution of the Partnership  for
tax purposes under Section 708 of the Internal Revenue Code.

As  of  December 31, 1999, there were 1,649 holders and 23,030 Limited
Partnership Units outstanding.

ITEM 6.   SELECTED FINANCIAL DATA

The following constitutes a summary of selected financial data for the
following   periods  (000's  omitted  except  net  loss  per   Limited
Partnership Unit):

                         1999       1998     1997     1996      1995

Revenues               $2,145     $1,985   $1,728   $1,224    $1,208

Net Loss               ($247)     ($323)   ($217)   ($268)    ($583)

Net Loss per Limited
    Partnership Unit  ($10.63)  ($13.90)   ($9.33) ($11.54)   ($25.05)

Total Assets          $12,808    $12,799  $13,077   $9,953    $9,934

Notes and Loans
    Payable            $9,313     $9,094   $8,950   $4,928    $4,986

(See ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA)

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
          AND RESULTS OF OPERATIONS

Year 2000 Issue

The  Partnership  did not incur any Year 2000 issues  that  materially
effected the Partnership's operations.

On  December 3, 1999, the Securities Exchange Commission staff  issued
Staff  Accounting Bulletin No. 101, Revenue Recognition  in  Financial
Statements (SAB 101).  SAB 101 summarizes certain of the staff's views
in  applying  generally  accepted  accounting  principles  to  revenue
recognition  in  financial statements.  SAB  101  is  required  to  be
adopted  no later than the first quarter of the fiscal year  beginning
after December 15, 1999.  Management believes that the adoption of SAB
101 will not have a material impact on the financial statements.

In  June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments  and  Hedging Activities.  SFAS  No.  133  as  amended  is
effective for all fiscal quarters of fiscal years beginning after June
15,  2000.  Management believes that the adoption of SFAS No. 133 will
not  have  a  material impact on the financial statements due  to  the
Partnership's inability to invest in such instruments as stated in the
Partnership agreement.

Liquidity and Capital Resources

The Partnership commenced operations on May 22, 1986 upon the sale  of
the  minimum  number of Limited Partnership Units.  The  Partnership's
initial source of cash was from the sale of Limited Partnership Units.
Through  the  offering  of Units, the Partnership  raised  $11,515,000
(represented  by  23,030 Limited Partnership Units).   Cash  generated
from  the  sale of Limited Partnership Units was used to acquire  land
and  for the development of a mixed use commercial project and  a  40%
interest  in a commercial office project.  In May 1997, the  remaining
60% interest in the project was acquired.

The  Partnership's  primary current sources  of  cash  are  from  cash
balances, property rental income and construction financing for  Phase
II  improvements.   As  of  December 31,  1999,  the  Partnership  had
$216,269 in cash and $990,219 in available construction loan draws for
Phase  II.   The  construction  loan  was  extended  and  now  has  an
expiration date of March 1, 2000.  It is Management's plan  to  extend
the loan with the current lender for an additional six month term.  It
is  also the Partnership's investment goal to utilize existing capital
resources  for  continued leasing operations (tenant improvements  and
leasing   commissions)  and  further  development  of  its  investment
properties.

During  the twelve months ended December 31, 1999, a decrease in  cash
of  $71,623 occurred.  This was primarily the result of cash  used  in
investing activities exceeding the proceeds obtained from the Phase II
construction loan and positive cash flow from operations.

Management  anticipates cash provided from operations to  continue  to
improve  in  future  quarters  with the  additional  lease-up  of  the
Highlands  80 project.  The Partnership's properties' occupancy  rates
as  of December 31, 1999 are 80% for Highlands 80 and 100% for Capital
Professional Center.

The  Partnership  will  continue to incur  improvement  costs  as  its
properties  are  leased  up.  The total projected  tenant  improvement
costs  remaining  to  be  incurred during 2000  are  estimated  to  be
$561,000.  These costs will be funded with existing cash, construction
loan draws and property operations.

The  Partnership's  ability  to  maintain  or  improve  cash  flow  is
dependent  upon its ability to maintain and improve the  occupancy  of
its  investment  properties.   Management believes  the  Partnership's
financial resources should be adequate to meet 2000's obligations  and
no adverse change in liquidity is foreseen.

Results of Operations

1999  vs 1998

During  the  twelve  months ended December 31,  1999  as  compared  to
December  31,  1998,  the Partnership's total  revenues  increased  by
$160,059  (8.1%),  while  its expenses increased  by  $83,957  (3.6%),
resulting in a decrease in net loss of $76,102 (23.5%).

The  increase in revenue is primarily due to an increase in  occupancy
for Highlands 80 and rent increases at Capital Professional Center.

Expenses  increased for the twelve months ended December 31, 1999,  as
compared to December 31, 1998, due to the net effect of:
a)   $20,256 (5%) increase in operating expenses due to an increase in
utility and marketing costs;
b)  $12,717 (4.4%) increase in repairs and maintenance due to  parking
lot   resurfacing,  lobby  repainting  and  recarpeting   at   Capital
Professional  Center, plus suite turnover costs at  Highlands  80  for
space leased during the first quarter;
c)  $8,238  (6%)  increase  in property taxes  primarily  due  to  the
additional buildout of Highlands 80 tenant improvements;
d)  $18,456  (2.4%) increase in interest due to loan costs  associated
with Highlands 80, Phase II completion;
e)  $5,807 (3.2%) decrease in general and administration due  to  cost
reductions; and
f)  $30,097 (5.8%) increase in depreciation at Highlands 80 due to the
Phase II completion.

1998  vs 1997

The Partnership's total revenues increased by $257,154 (14.9%) in 1998
compared  to  1997.  Total expenses increased by $386,294  (20.1%)  in
1998  compared  to 1997.  In addition, the loss on the  investment  in
joint  venture decreased by $22,806 (100%) in 1998 compared  to  1997,
all resulting in an increase in net loss of $106,334 (49%).

The  increase in revenues is primarily due to an increase in  occupied
space  at  Highlands  80  and  the Partnership's  acquisition  of  the
remaining 60% interest of Capital Builders Roseville Venture  (Capital
Professional  Center).  Since the purchase on May  1,  1997,  property
income earned by Capital Professional Center has been fully recognized
by the Partnership.  Prior to the purchase, the Partnership recognized
only a 40% share of net income (loss) from Capital Professional Center
as income (loss) in Joint Venture.

Expenses increased in 1998, as compared to 1997, due to the net effect
of:
a)   the  purchase  of the 60% interest in Capital Builders  Roseville
Venture,  resulting  in an increase in project operating  expenses  of
$216,157.
b)   $13,213 (7.8%) increase in repairs and maintenance due to  higher
landscape and HVAC maintenance costs primarily at Highlands 80 due  to
its Phase II completion.
c)   $9,512  (12.8%) increase in property taxes due  to  Highlands  80
Phase II completion.
d)  $69,107  (15.9%) increase in interest due to loan costs associated
with Highlands 80, Phase II completion.
e)  $26,019  (17.4%)  increase in general and  administration  at  the
Partnership  level  due  to  the  increase  in  ownership  of  Capital
Professional Center and the development of Highlands 80, Phase II.
f) $46,452 (13.7%) increase in depreciation at Highlands 80 due to the
Phase II completion.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

The Partnership does not have a material market risk due to financial
instruments held by the Partnership.  The Partnership's only variable
rate  instrument  consists of a construction loan in  the  amount  of
$1,289,781  and $937,659 at December 31, 1999 and 1998, respectively.
The  increase  from  1998  to 1999 is due  to  additional  draws  for
construction.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                      Page Number

INDEPENDENT AUDITORS' REPORT                                10

FINANCIAL STATEMENTS
                                                            11
     BALANCE SHEETS
     AS OF DECEMBER 31, 1999 AND 1998

     STATEMENTS OF OPERATIONS                               12
     FOR THE YEARS ENDED
     DECEMBER 31, 1999, 1998, AND 1997

     STATEMENTS OF PARTNERS' EQUITY                         13
     FOR THE YEARS ENDED
     DECEMBER 31, 1999, 1998, AND 1997

     STATEMENTS OF CASH FLOWS                               14
     FOR THE YEARS ENDED
     DECEMBER 31, 1999, 1998, AND 1997

      NOTES TO FINANCIAL STATEMENTS                         15-20
SUPPLEMENTAL SCHEDULES

     SCHEDULE III                                           25
     REAL ESTATE AND ACCUMULATED DEPRECIATION
Financial  schedules not included have been omitted  because  of  the
absence  of  conditions under which they are required or because  the
information     is    included    elsewhere    in    this     report.

                     Independent Auditors' Report


The Partners
Capital Builders Development Properties II:

We  have  audited the accompanying balance sheets of Capital Builders
Development  Properties II, a California Limited Partnership,  as  of
December 31, 1999 and 1998, and the related statements of operations,
partners'  equity and cash flows for each of the years in the  three-
year  period ended December 31, 1999.  In connection with our  audits
of  the  financial  statements, we also have  audited  the  financial
statement  schedule  as  listed  in the  accompanying  index.   These
financial  statements  and  financial  statement  schedule  are   the
responsibility  of the partnership's management.  Our  responsibility
is  to express an opinion on these financial statements and financial
statement schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted
auditing standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining,  on  a  test basis, evidence supporting  the  amounts  and
disclosures  in  the  financial statements.  An audit  also  includes
assessing  the  accounting principles used and significant  estimates
made  by  management,  as well as evaluating  the  overall  financial
statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above  present
fairly,  in all material respects, the financial position of  Capital
Builders Development Properties II as of December 31, 1999 and  1998,
and  the results of its operations and its cash flows for each of the
years  in the three-year period ended December 31, 1999 in conformity
with  generally accepted accounting principles.  Also in our opinion,
the related financial statement schedule, when considered in relation
to  the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.




Sacramento, California                            KPMG LLP
January 28, 2000




 PART 1 - FINANCIAL INFORMATION

<TABLE>
 Capital Builders Development Properties
                   II
   (A California Limited Partnership)

             BALANCE SHEETS
<CAPTION>
                                          December 31    December 31
                                              1999          1998
<S>                                           <C>            <C>
ASSETS
  Cash                                        $216,269      $287,892
  Accounts receivable, net                     144,583       130,875
  Investment property, at cost, net of
accumulated depreciation of $2,714,863
and $2,280,524 at December 31, 1999 and
1998, respectively                          12,202,875    12,142,911

  Lease commissions, net of accumulated
amortization of $284,126 and $211,911 at
December 31, 1999 and 1998, respectively       170,305       156,213

  Other assets, net of accumulated
amortization of $66,264 and $26,188 at
December 31, 1999 and 1998, respectively        74,337        81,348

        Total assets                       $12,808,369   $12,799,239

LIABILITIES AND PARTNERS' EQUITY
  Notes payable                             $9,312,934    $9,093,517
  Accounts payable and accrued
liabilities                                     46,045        28,602
  Tenant deposits                              114,613        95,093

        Total liabilities                    9,473,592     9,217,212

  Commitments and contingencies
  Partners' Equity:
    General Partners                          (62,483)      (60,010)
    Limited Partners                         3,397,260     3,642,037

        Total Partners' equity               3,334,777     3,582,027

        Total liabilities and Partners'
equity                                     $12,808,369   $12,799,239

See accompanying notes to the financial statements.

</TABLE>

<TABLE>
  Capital Builders Development
         Properties II
     (A California Limited
          Partnership)

    STATEMENTS OF OPERATIONS
    YEARS ENDED DECEMBER 31,
<CAPTION>
                                    1999        1998          1997
<S>                                  <C>         <C>          <C>
Revenues
  Rental and other income        $2,134,714   $1,967,779   $1,599,917
  Interest income                    10,653       17,529      128,237

Total revenues                    2,145,367    1,985,308    1,728,154

Expenses
  Operating expenses                422,170      401,914      368,434
  Repairs and maintenance           298,646      285,929      236,623
  Property taxes                    144,896      136,658      108,220
  Interest                          802,904      784,448      620,946
  General and administrative        177,372      183,179      157,160
  Depreciation and amortization     546,629      516,532      430,983

Total expenses                    2,392,617    2,308,660    1,922,366

  Loss before joint venture
interest                          (247,250)    (323,352)    (194,212)
  Loss on investment in joint
venture                             - - - -      - - - -     (22,806)

Net loss                          (247,250)    (323,352)    (217,018)

Allocated to General Partners       (2,473)      (3,233)      (2,170)

Allocated to Limited Partners    ($244,777)   ($320,119)   ($214,848)

Net loss per Limited Partnership
Unit                               ($10.63)     ($13.90)      ($9.33)

Average Units outstanding            23,030       23,030       23,030

See accompanying notes to the financial statements.

</TABLE>

<TABLE>
               Capital Builders Development Properties II
                   (A California Limited Partnership)

                     STATEMENTS OF PARTNERS' EQUITY
              YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>

Total
                                  General         Limited    Partners'
Partners                        Partners         Equity
<S>                               <C>            <C>          <C>

Balance at December 31, 1996   ($54,607)    $4,177,004    $4,122,397

      Net loss                   (2,170)     (214,848)     (217,018)

Balance at December 31, 1997    (56,777)     3,962,156     3,905,379

     Net Loss                    (3,233)     (320,119)     (323,352)

Balance at December 31, 1998    (60,010)     3,642,037     3,582,027

     Net Loss                    (2,473)     (244,777)     (247,250)

Balance at December 31, 1999   ($62,483)    $3,397,260    $3,334,777

See accompanying notes to the financial statements.

</TABLE>

<TABLE>
 Capital Builders Development
         Properties II
     (A California Limited
         Partnership)

   STATEMENTS OF CASH FLOWS
   YEARS ENDED DECEMBER 31,
<CAPTION>
                                    1999        1998         1997
<S>                                 <C>         <C>          <C>
Cash flows from operating
activities:
  Net loss                       ($247,250)  ($323,352)    ($217,018)
    Adjustments to reconcile
net loss to cash flow provided
by (used in) operating
activities:
  Depreciation and amortization     546,629     516,532       430,983
  Equity in losses of Joint
Venture                           - - - - -   - - - - -        22,806
  Uncollected interest earned
from Joint Venture                - - - - -   - - - - -     (114,046)
  Changes in operating assets
and liabilities:
  (Increase) Decrease in
accounts receivable                (13,708)      32,863      (60,266)
  Increase in leasing
commissions                        (86,307)    (67,353)      (88,736)
  (Increase) Decrease in other
assets                             (33,064)     (7,753)         9,204
  Increase (Decrease) in
accounts payable and
accrued liabilities                  17,443    (99,175)         2,444
  Increase (Decrease) in tenant
deposits                             19,520       1,403       (6,845)

      Net cash provided by
(used in) operating activities      203,263      53,165      (21,474)

Cash flows from investing
activities:
  Acquisition of remaining
joint venture interest, net
of cash acquired                  - - - - -   - - - - -      (14,380)
  Improvements to investment
properties                        (494,303)   (163,044)     (993,321)

      Net cash used in
investing activities              (494,303)   (163,044)   (1,007,701)

Cash flows from financing
activities:
  Proceeds from issuance of
debt                                352,123     260,600       677,059
  Payments of debt                (132,706)   (117,455)      (95,086)

      Net cash provided by
financing activities                219,417     143,145       581,973

Net (decrease) increase in cash    (71,623)      33,266     (447,202)

Cash, beginning of  period          287,892     254,626       701,828

Cash, end of period                $216,269    $287,892      $254,626

Supplemental Disclosure of
Acquisition of Remaining 60%
Joint Venture Interest

  Fair Value of Assets Acquired   - - - - -   - - - - -    $5,095,204
  Fair Value of Liabilities to
outside parties                   - - - - -   - - - - -   (3,439,957)
  Fair Value of Affiliate Loan    - - - - -   - - - - -   (1,570,134)

  Net Equity                      - - - - -   - - - - -       $85,113

  Cash paid for 60% interest in
Joint Venture                     - - - - -   - - - - -        51,068
  Cash Acquired                   - - - - -   - - - - -      (36,688)

     Net cash paid for
acquisition                       - - - - -   - - - - -       $14,380

Cash Paid for Interest             $802,904    $784,448      $584,613

See accompanying notes to the financial statements.

</TABLE>
               Capital Builders Development Properties II
                  (A California Limited Partnership)

                     NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 1999, 1998, AND 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

A  summary  of  the  significant accounting policies  applied  in  the
preparation of the accompanying financial statements follows:

Basis of Accounting

The financial statements of Capital Builders Development Properties II
(The  "Partnership") are prepared on the accrual basis  of  accounting
and therefore revenue is recorded as earned and costs and expenses are
recorded as incurred.

Organization

Capital  Builders  Development Properties  II,  a  California  Limited
Partnership, is owned under the laws of the State of California.   The
Managing  General  Partner  is Capital Builders,  Inc.,  a  California
corporation (CB).

The  Partnership is in the business of real estate development and  is
not   a   significant  factor  in  its  industry.   The  Partnership's
investment  properties  are  located  near  major  urban  areas   and,
accordingly,  compete  not  only  with  similar  properties  in  their
immediate  areas but with hundreds of properties throughout the  urban
areas.   Such  competition  is primarily on the  basis  of  locations,
rents,  services and amenities.  In addition, the Partnership competes
with  significant numbers of individuals and organizations  (including
similar   companies,  real  estate  investment  trusts  and  financial
institutions) with respect to the purchase and sale of land, primarily
on the basis of the prices and terms of such transactions.

Investment Properties

Long-lived  assets and certain identifiable intangibles are  reviewed
for  impairment whenever events or changes in circumstances  indicate
that  the  carrying  amount  of  an asset  may  not  be  recoverable.
Recoverability  of  assets  to be held and  used  is  measured  by  a
comparison  of  the carrying amount of an asset to  future  net  cash
flows  expected  to be generated by the asset.  If  such  assets  are
considered  to  be  impaired,  the impairment  to  be  recognized  is
measured  by  the amount by which the carrying amount of  the  assets
exceed  the fair value of the assets.  Assets to be disposed  of  are
reported at the lower of the carrying amount or fair value less costs
to sell.

The  Partnership's investment property consists of  commercial  land,
buildings  and  leasehold  improvements  that  are  carried  net   of
accumulated  depreciation.  Depreciation is provided for  in  amounts
sufficient  to  relate the cost of depreciable assets  to  operations
over  their  estimated service lives of three to  forty  years.   The
straight-line  method  of  depreciation  is  followed  for  financial
reporting purposes.

Other Assets

Included in other assets are loan fees.  Loan fees are amortized  over
the life of the related note.

Lease Commissions

Lease commissions are being amortized over the related lease terms.

Income Taxes

The Partnership has no provision for income taxes since all income  or
losses  are  reported  separately  on  the  individual  Partners'  tax
returns.

Revenue Recognition

Rental income is recognized on a straight-line basis over the life  of
the lease, which may differ from the scheduled rental payments.

Net Loss per Limited Partnership Unit

The  net  loss per Limited Partnership Unit is computed based  on  the
weighted  average number of Units outstanding during  the  year  ended
December 31 of 23,030 in 1999, 1998, and 1997.

Statement of Cash Flows

For purposes of the statement of cash flows, the Partnership considers
all  short-term investments with a maturity, at date of  purchase,  of
three months or less to be cash equivalents.

Use of Estimates

The  preparation of financial statements in conformity with  generally
accepted  accounting principles requires management to make  estimates
and  assumptions  that  affect  the reported  amounts  of  assets  and
liabilities and disclosure of contingent assets and liabilities at the
date  of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ
from those estimates.

NOTE 2 - RELATED PARTY EXPENSE REIMBURSEMENT AND FEE ARRANGEMENT

The   Managing  General  Partner  (Capital  Builders,  Inc.)  and  the
Associate  General Partners are entitled to reimbursement of  expenses
incurred  on  behalf  of  the Partnership and certain  fees  from  the
Partnership.  These fees include:  a portion of the sales  commissions
payable by the Partnership with respect to the sale of the Partnership
Units;  an acquisition fee of up to 12.5% of gross proceeds  from  the
sale  of the Partnership Units; a property management fee up to 6%  of
gross rental revenues realized by the Partnership with respect to  its
properties; a subordinated real estate commission of up to 3%  of  the
gross  sales price of the properties; and a subordinated 25% share  of
the  Partnership's  distributions of cash from sales  or  refinancing.
The  property management fee currently being charged is  5%  of  gross
rental revenues collected.

All  acquisition fees and expenses, all underwriting commissions,  and
all offering and organizational expenses which can be paid are limited
to  20% of the gross proceeds from sales of Partnership Units provided
the  Partnership  incurs  no  borrowing  to  develop  its  properties.
However,  these  fees may increase to a maximum of 33%  of  the  gross
offering  proceeds  based upon the total acquisition  and  development
costs,  including borrowing.  Since the formation of the  Partnership,
27.5%  of  these fees were paid to the Partnership's related  parties,
leaving  a remaining maximum of 5.5% ($633,325) of the gross  offering
proceeds.  The ultimate amount of these costs will be determined  once
the properties are fully developed and leveraged.

The  total  management fees paid to the Managing General Partner  were
$104,642,  $97,913 and $78,045 for the years ended December 31,  1999,
1998,  and  1997, respectively, while total reimbursement of  expenses
was $194,584, $190,533 and $201,441, respectively.

The  Managing General Partner will reduce its future participation  in
proceeds  from sales by an amount equal to the loss on the abandonment
of option fees in 1988 ($110,000) and interest on the amount at a rate
equal to that of the borrowed funds rate as determined by construction
or permanent funds utilized by the Partnership.

NOTE 3 - INVESTMENT PROPERTY

The components of the investment property account at December 31, are
as follows:

                                     1999                1998
Land                              $4,053,799          $4,053,799
Building and Improvements          9,132,132           9,132,132
Tenant Improvements                1,731,807           1,237,504
Investment property, at cost      14,917,738          14,423,435
Less: accumulated depreciation
      and amortization           (2,714,863)         (2,280,524)

Investment property, net         $12,202,875         $12,142,911

NOTE 4 - NOTES PAYABLE

Notes Payable consist of the following at December 31,:
                                              1999          1998

A  mini-permanent loan of $5,000,000 with
a  fixed  8.95% interest rate.  The  loan
requires  monthly principal and  interest
payments  of $41,789 which is  sufficient
to  amortize the loan over 25 years.  The
loan is due October 1, 2002.  The note is
collateralized by a First Deed  Of  Trust
on  Highlands 80 Phase I land,  buildings
and improvements.                         $4,720,104     $4,796,368

A  construction loan of $2,280,000 with a
variable interest rate of prime plus 1.5%
(10%  as of December 31, 1999).  The loan
requires  monthly interest only payments,
and its due date was extended to March 1,
2000.  The note provides for future draws
of   $990,219   for  tenant   improvement
construction    costs     and     leasing
commissions for future lease-up of  Phase
II.   The  note  is collateralized  by  a
First Deed of Trust on Highlands 80 Phase
II land, buildings and improvements.       1,289,781        937,659

A   mini-permanent  loan  with  a   fixed
interest  rate  of  8.24%  and  requiring
monthly  principal and interest  payments
of   $27,541,  which  is  sufficient   to
amortize  the  loan over 25  years.   The
loan is due January 1, 2001.  The note is
collateralized by a First Deed  Of  Trust
on  Capital  Professional Center's  (CPC)
land,    buildings   and    improvements.
Restrictive   covenants  of   this   loan
include  maintaining a cash flow coverage
ratio related to the CPC property.         3,303,049      3,359,490

Total Notes Payable                       $9,312,934     $9,093,517

Scheduled   principal  payments  during  2000,  2001  and   2002   are
$1,433,129, $3,331,654, and $4,548,151, respectively.

NOTE 5- LEASES

The  Partnership  leases its properties under long term  noncancelable
operating  leases  to  various tenants.   The  facilities  are  leased
through  agreements  for  rents based on the  square  footage  leased.
Minimum  annual base rental payments under these leases for the  years
ended December 31 are as follows:

                         2000      $1,971,955
                         2001       1,422,988
                         2002         919,870
                         2003         485,960
                         2004         318,907
                         Total     $5,119,680

NOTE 6 - RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

A  reconciliation  of the net loss as reflected on  the  accompanying
Statements of Operations to that reflected on the Federal income  tax
return for the years ended December 31 is as follows:

                                      1999        1998       1997

Net loss - Statements of Operations($247,250) ($323,352) ($217,018)

Adjustments
  resulting from:
  Difference in depreciation
  and amortization                   90,987       87,705   (76,317)

  Net loss - tax return          ($156,263)   ($235,648) ($293,335)

Partners' equity - Statements of
  Partners' Equity (Deficit)     $3,334,777   $3,582,027 $3,905,379

Increases
  resulting from:
  Difference in depreciation and
  amortization and valuation
  allowance                       2,963,536    2,872,549  2,784,844

  Selling expenses for
  Partnership units               1,713,666    1,713,666  1,713,666

  Partners' equity - tax return  $8,011,979   $8,168,242 $8,403,889

Taxable loss per Limited
  Partnership unit after giving
  effect to the taxable loss
  allocated to the General Partner    ($6.72)    ($10.13)    ($12.60)

NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Partnership  in
estimating its fair value disclosures for financial instruments.

     Note payable
     The  fair  value of the Partnership's Notes Payable are estimated
     based  on the quoted market prices for the same or similar issues
     or  on  the current rates offered to the Partnership for debt  of
     the same remaining maturities.

The  estimated fair values of the Partnership's financial  instruments
as of  December 31, are as follows:

                            1999                        1998
                  Carrying      Estimated     Carrying     Estimated
                     Amount    Fair Value        Amount   Fair Value
Liabilities
Note payable      $4,720,104   $4,720,104     $4,796,368  $4,796,368
Note payable      $1,289,781   $1,289,781       $937,659    $937,659
Note payable      $3,303,049   $3,303,049     $3,359,490  $3,359,490

NOTE 8 - COMMITMENTS AND CONTINGENCIES

The Partnership is involved in litigation arising in the normal course
of  its  business.   In the opinion of management,  the  Partnership's
recovery  or liability if any, under any pending litigation would  not
materially affect its financial condition or operations.

NOTE 9 - PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

Revenue Recognition in Financial Statements

On  December 3, 1999, the Securities Exchange Commission staff  issued
Staff  Accounting Bulletin No. 101, Revenue Recognition  in  Financial
Statements (SAB 101).  SAB 101 summarizes certain of the staff's views
in  applying  generally  accepted  accounting  principles  to  revenue
recognition  in  financial statements.  SAB  101  is  required  to  be
adopted  no later than the first quarter of the fiscal year  beginning
after December 15, 1999.  Management believes that the adoption of SAB
101 will not have a material impact on the financial statements.

Accounting for Derivative Instruments and Hedging Activity

In  June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments  and  Hedging Activities.  SFAS  No.  133  as  amended  is
effective for all fiscal quarters of fiscal years beginning after June
15,  2000.  Management believes that the adoption of SFAS No. 133 will
not  have  a  material impact on the financial statements due  to  the
Partnership's inability to invest in such instruments as stated in the
Partnership agreement.

NOTE 10 - SUBSEQUENT EVENT

Subsequent to December 31, 1999, the construction loan of $2,280,000,
discussed in Note 4, was extended to June 2, 2000.  Management is
currently negotiating a further extension.

ITEM 9.   CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
          DISCLOSURE

NONE
                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  Partnership  has  no directors.  The Partnership  is  managed  by
Capital  Builders,  Inc. ("CB"), the Managing  General  Partner.   The
following are the names and other information relating to the Managing
General Partner.  No expiration date has been set for the term  during
which the Managing General Partner is to serve.

MANAGING GENERAL PARTNER

The  Partnership is being managed by CB, the Managing General Partner.
CB is a California corporation organized in May 1978.  CB relocated on
October  8,  1999 and moved its executive offices at 1130  Iron  Point
Road,  Suite 170, Folsom, California 95630 (telephone number  916-353-
0500).   To  date,  CB  has organized ten partnerships  to  engage  in
commercial real estate development.  As the General Partner, CB may be
responsible for certain liabilities that a partnership it  manages  is
unable to pay.

The officers, directors, and key personnel of CB are as follows:

           Name                          Office
           Michael J. Metzger            President and Director
           Mark J. Leggio                Director
           Ellen Wilcox                  Director

Michael  J.  Metzger:   Mr.  Metzger is responsible  for  the  general
management  of  CB.   Mr.  Metzger  assumed  responsibility  for   the
management of CB in December 1986.  He was formerly the Executive Vice
President  of  The Elder-Nelson Company (EN) and its  subsidiary,  the
Elder-Nelson   Equities  Corporation  -  affiliated  companies   which
provided  underwriting and administrative services to  CB.   Prior  to
joining  EN in 1977, Mr. Metzger was Partner/General Manager  for  two
years  in  his  family's  real  estate  contracting,  development  and
syndication  business.   Mr.  Metzger  has  also  had  five  years  of
experience  in manufacturing management and served as an Army  Officer
for  four  years.   Mr. Metzger holds a B.S. degree  in  Business  and
Industrial Management as well as a license in Real Estate, and  former
licenses in Securities and Insurance.

Ellen  Wilcox:   Ellen  Wilcox is a Registered Investment  Advisor  in
California and the former Owner/Manager of Wilcox Financial  Services.
She   is   licensed  in  General  Securities  and  Insurance   through
Linsco/Private  Ledger,  an  NASD  Registered  Broker/Dealer.   As  an
Investment  Advisor and Broker, Ms. Wilcox provides a  full  range  of
investment  products and services to individuals  and  small  business
owners.   She  has been actively providing such services  since  1986.
Ms.   Wilcox   teaches  classes  on  retirement  planning,  investment
strategies, and basic money management.  She is a popular speaker  and
lecturer  on  financial topics, has authored many published  articles,
and has appeared on several radio shows.

Mark J. Leggio:  Mark Leggio is the Owner of Mark J. Leggio, CPA.   He
provides tax accounting and business consultation services to  a  wide
variety of small and mid-size businesses. From 1978 to 1995 he  worked
for  KPMG  LLP  and was a partner when he left.  Mr.  Leggio  holds  a
Bachelor  of  Science  degree in Accounting  from  the  University  of
Southern California, where he graduated cum laude.

ITEM 11.  EXECUTIVE COMPENSATION

The   Partnership  does  not  have  any  officers  or  employees  and,
therefore,   does   not  pay  compensation  to  such   persons.    The
Partnership's  business is conducted by the Managing  General  Partner
which  is  entitled under Article IV of the Partnership  Agreement  to
receive   underwriting   commissions,   acquisition   fees,   property
management  fees,  subordinated  real  estate  commission,  share   of
distribution and an interest in the Partnership.  The Managing General
Partner's  fees  totaled  $104,642  in  1999  consisting  entirely  of
property  management fees which are calculated as 5% of  gross  rental
revenues collected.

In  addition  to  the  fees described above, the  General  Partner  is
entitled  to  reimbursement  for out of pocket  expenses  incurred  on
behalf of the Partnership.  Such expenses aggregated $194,584 in 1999.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

The  Managing  General Partner contributed $1,000 to  the  Partnership
Capital  accounts,  however,  no securities  were  issued  in  respect
thereof.   No  person is known to the Partnership to own  beneficially
more than 5% of the Units.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Partnership agreement (see Part IV, Item 14(a)(4) Exhibits) which
was  executed in 1985, authorized the compensation set forth below  to
be  paid  to  the  Managing General Partner and to affiliates  of  the
Managing General Partner.

During  the year ended December 31, 1999, the Managing General Partner
and/or   its   affiliate  received  $194,584  for   reimbursement   of
administrative  services  and  $104,642 for  property  management  and
administrative fees.

                                PART IV

ITEM  14.  EXHIBITS FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K

     EXHIBIT
     NUMBER    EXHIBIT

(a)            1,2   See Item 8 of this Form 10-K for the Consolidated
               Financial   Statements  of  the    Partnership,   Notes
               thereto,  and  Supplementary Schedules.   An  index  to
               Financial  Statements  and Schedules  is  included  and
               incorporated herein by reference.

               4     Limited  Partnership Agreement dated February  6,
               1986  filed  as  exhibit 3.3 and the Amendment  to  the
               Limited Partnership Agreement dated May 22, 1986, filed
               as exhibit 3.4 to Registration Statement No. 2-96042 of
               Capital   Builders   Development   Properties   II,   a
               California  Limited Partnership are hereby incorporated
               by reference.

               11     Statement  regarding  computation  of  per  Unit
               earnings is not included because the computation can be
               clearly determined from the material contained in  this
               report.

(b)            Reports on Form 8-K

               The Partnership filed an 8-K dated November 11, 1992.

                              SIGNATURES

Pursuant  to  the  requirements of  Section  13  or  15(d)  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.

  Capital Builders Development Properties II
  a California Limited Partnership

  By CAPITAL BUILDERS, INC.,
  The Managing General Partner,
  For and On Behalf of the
  Capital Builders Development Properties II
  A California Limited Partnership



Michael J. Metzger, President                           Date

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.

Signature                      Title               Date

                          Associate General
Michael J. Metzger        Partner; President and
                          Director of Capital Builders,
                          Inc. ("CB")

                          Chief Financial
Kenneth L. Buckler        Officer of CB


SUPPLEMENTAL  INFORMATION  TO BE FURNISHED WITH  REPORTS  PURSUANT  TO
SECTION  15(d)  OF  THE ACT BY REGISTRANTS WHICH HAVE  NOT  REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

The  Partnership has not sent an annual report or proxy statements  to
the Limited Partners and does not intend to send a proxy statement  to
the  Limited Partners.  The Partnership will send the Limited Partners
an  annual report and will furnish the Commission with copies  of  the
annual report on or before April 30, 2000.