6

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

                              FORM 10-K/A
                       AMENDMENT #1 TO 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
(State 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.

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.

                              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.

<TABLE>
             Capital Builders Development Properties II
           A California Limited Partnership and Subsidiary

       SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                          December 31, 1999
<CAPTION>
    Column A       Column B      Column C     Column D
      <S>             <C>           <C>         <C>           <C>
                                                Cost
                                            Capitalized
                                             Subsequent
  Description    Encumbrances  Initial Cost      to
                                            Acquisition


                                            Improvements   Carrying
                                 Land (1)            (1)     Costs

Commercial
Office Bldg.
  Highlands 80      $6,009,885   $2,115,148   $8,028,290      $50,225

Roseville            3,303,049      986,715    3,648,034       89,326

Commercial
Office Bldg.        $9,312,934   $3,101,863  $11,676,324     $139,551


Balance at
beginning of
period

Additions

Deletions (2)

Balance at end
of period




    Column A       Column E
      <S>             <C>           <C>         <C>           <C>

  Description            Gross
                      Carrying
                 Amount at End
                     of Period

                                Buildings &
                               Improvements
                    Land(1)         (1)      Total (1)

Commercial
Office Bldg.
  Highlands 80      $2,622,014   $7,571,649  $10,193,663

Roseville            1,431,785    3,292,290    4,724,075

Commercial
Office Bldg.        $4,053,799  $10,863,939  $14,917,738


                                 Column E
                                   Total

                                   1997         1998         1999

Balance at
beginning of
period                           $8,912,355  $14,493,041  $14,423,435

Additions                  (3)    5,747,656      163,044      494,303

Deletions (2)                     (166,970)    (232,650)            0

Balance at end
of period                       $14,493,041  $14,423,435  $14,917,738





    Column A       Column F      Column G     Column H     Column I
      <S>             <C>           <C>         <C>           <C>
                  Accumulated     Date of       Date     Depreciation
  Description    Depreciation  Construction   Acquired       Life


Commercial
Office Bldg.
  Highlands 80                                           40 Years
                    $2,080,866         1987         1987 (Bldg.)

Roseville                                                    40 Years
                       633,997         1987         1987      (Bldg.)

Commercial                                               (Life of
Office Bldg.        $2,714,863                           Lease
                                                         Tenant Imp.)


                                 Column F
                                   Total

                                   1997         1998         1999

Balance at
beginning of
period                           $1,426,812   $2,061,160   $2,280,524

Additions                  (3)      801,318      452,014      434,339

Deletions (2)                     (166,970)    (232,650)            0

Balance at end
of period                        $2,061,160   $2,280,524   $2,714,863



1) Valuation allowance for possible investment loss of $469,000 at
December 31, 1995 was charged against the cost basis of the land and
building and improvements on a pro rata basis in accordance with the
provisions of SFAS No. 121 which was adopted on January 1, 1996.

2) Deletions represent the write-off of fully amortized tenant
improvement costs.

3) On May 1, 1997 the Partnership purchased the remaining 60%
interest in the Capital Builders Roseville Venture from CBDP I. The
acquisition has been accounted for using the purchase method of
accounting.

</TABLE>