4

                          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, 1997                       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.)

4700 Roseville Road, Suite 206, North Highlands, California 95660
(Address of principal executive offices)                Zip Code

Registrant's telephone number, including area code: (916)331-8080

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, 1997 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  have
been  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 consists of one 29,000 square  foot
office  building.  The Partnership is currently  proceeding  with
the development of Phase II, in which one building consisting  of
26,141  square feet was completed in early 1997.    The remaining
19,780 square foot building of Phase II was completed by February
1998.   Remaining Phase II shell development costs are  estimated
to  be approximately $46,000.  Funds for these improvements  will
come from existing cash reserves, property income, and additional
borrowings.

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, 1987Apr 10, 1987 - 40% Ownership
                                             May 1, 1997 - 60% Ownership

  Location:              North Highlands, CaliforniaRoseville, California

  Present Monthly
       Effective Average
       Base Rent Per Square Foot:       $0.84               $1.55

  Square Footage Mix:
       Office                          21,966              40,397
       Industrial                     113,259
  Leased Occupancy at
  December 31: 1997                       75%                100%
               1996                       78%                 95%
               1995                       86%                 95%
               1994                       84%                100%
               1993                       77%                 96%

  Current Year Depreciation:         $288,181            $138,709

  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:                      $9,685,154          $4,807,887

  Encumbrances:                    $5,542,668          $3,407,704

Additional  information about the individual properties  follows:
(continued)

Tenant occupying more                               H80     CPC
than 10% of square
footage  and  nature of              None        Coldwell  Banker
(Residential
business:                                          (Real   Estate
Brokerage)
                                                 First   American
Title Ins. Co.
                                                 USA   Properties
(Real Estate                                        Developer)

H80  and  CPC  are subject to encumbrances which are  more  fully
described  under Note 6 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-half a month per year 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, 1997, there were 1,715 holders  and  23,030
Limited Partnership Units outstanding.

ITEM 6.   SELECTED FINANCIAL DATA
The  following  constitutes a summary  of  selected  consolidated
financial  data  for the following periods (000's omitted  except
net loss per Limited Partnership Unit):

                       1997     1996     1995     1994     1993

Revenues             $1,728   $1,224   $1,208   $1,089   $1,079

Net Loss             ($217)   ($268)   ($583)   ($697) ($1,173)

Net Loss per Limited
    Partnership Unit($9.33) ($11.54) ($25.05) ($29.97) ($50.41)

Total Assets        $13,077   $9,953   $9,934   $8,910   $9,441

Notes and Loans Payable$8,950 $4,928   $4,986   $3,577   $3,598


(See ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA)


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

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.

The  Partnership's primary current sources of cash are from  cash
reserves, property rental income and construction financing.   As
of  December  31,  1997, the Partnership  had  $254,626  in  cash
reserves.

It  is  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.   The  Partnership   is   currently
proceeding  with  the  development of  Phase  II,  consisting  of
approximately   45,921  square  feet  of  two,  one-story   Light
Industrial/Office  space buildings.  One  building  of  Phase  II
consisting of 26,141 square feet was completed, and the remaining
19,780 square foot building was completed by February 1998.

During  December 31, 1997, net cash used in investing  activities
($1,007,701) was primarily the result of costs incurred  for  the
shell construction for Highlands 80 Phase II, tenant improvements
for the 11,657 square foot lease at Highlands 80 Phase II, tenant
improvement  costs incurred for lease roll-overs at Highlands  80
Phase  I,  and  lease  renewals at Capital  Professional  Center.
These  costs  were primarily funded with a new construction  loan
which provided $677,059 in loan proceeds.  The construction  loan
provides for future loan draws of $1,602,941 for additional shell
and tenant improvement construction costs for Phase II.

Management  anticipates additional tenant improvement  costs  for
Highlands  80  Phase I in the amount of $129,000  and  additional
Highlands 80 Phase II development and tenant improvement costs of
$897,266 to be incurred within the next 12 months.  These  costs,
along  with  additional leasing commissions, are expected  to  be
funded   from  existing  cash  reserves,  property  income,   and
additional borrowings.

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.   The  Partnership's  financial
resources   appear  to  be  adequate  to  meet   current   year's
obligations and no adverse change in liquidity is foreseen.

Results of Operations

1997 vs 1996

The Partnership's total revenues increased by $504,199 (41.2%) in
fiscal  year 1997 compared to 1996.  Total expenses increased  by
$512,579  (36.4%)  in  fiscal year 1997  compared  to  1996.   In
addition,  the loss on the investment in joint venture  decreased
by  $59,839 (72.4%) in 1997 compared to 1996, all resulting in  a
decrease in net loss of $51,459 (19.2%).

The  increase  in revenues is primarily due to 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.  As of the purchase date  of  May
1,  1997  to  December 31, 1997, rental income  of  $506,743  was
recognized from Capital Professional Center.

While Capital Professional Center has achieved and maintained  an
average  stabilized  occupancy of  96%,  Highlands  80  has  only
maintained  an  average  75%  occupancy  during  1997.    It   is
management's opinion that Highlands 80's lack of lease-up was due
to a temporary stall in tenant demand for space in the Sacramento
sub-market   in  which  Highlands  80  is  located.    Management
anticipates  that  demand  will increase  during  1998  and  that
substantial lease-up will occur at Highlands 80.

Expenses  increased for the fiscal year 1997  compared  to  1996,
primarily due to the net effect of:
a) The purchase of the 60% interest in Capital Builders Roseville
Venture,  resulting in an increase in total expenses of $484,260,
representing expenses of Capital Professional Center  during  the
Partnership's 100% ownership for the period, May 1, 1997  through
December 31, 1997.
b)   $18,376  (12.24%) increase in repairs and  maintenance  from
Highlands  80 due to major landscape and parking lot  repairs  of
Phase  I, and an increase in landscape maintenance for the  newly
developed Phase II.

1996 vs 1995

The  Partnership's total revenues increased by $15,982 (1.3%)  in
fiscal  year 1996 compared to 1995.  Total expenses exclusive  of
depreciation also increased by $77,828 (7.9%), while depreciation
expense  decreased  by  $297,560  (46.4%)  in  fiscal  year  1996
compared  to  1995.  In addition, the loss on the  investment  in
joint venture decreased by $78,610 in 1996 compared to 1995,  all
resulting  in  a  decrease in net loss of $314,324  (53.9%)  from
fiscal year 1996 to 1995.

The increase in revenues is primarily due to a $35,000 settlement
for past due rent which had been written-off in 1994.

The  Sacramento  market  in  which the  property  is  located  is
continuing to improve.  Vacancy factors are beginning to decline,
while  market  rents are starting to increase.  During  the  last
quarter  of 1996, Highlands 80 recognized a temporary decline  in
occupancy due to a large tenant downsizing.

Expenses,  exclusive of depreciation, increased  for  the  fiscal
year 1996 compared to 1995, due to the net effect of :
a)  $37,565  (15.7%) increase in operating expenses  due  to  the
recognition  of  $16,944  in bad debt  expense,  an  increase  of
project manager supervision costs associated with the development
of  Phase II, plus an increase in marketing costs associated with
Phase II,
b)  $4,574 (2.9%) decrease in repairs and maintenance due to  the
re-carpeting and repainting  of the office building's common area
performed during 1995, which exceeded the cost of repainting  the
entire project during 1996,
c)  $8,189 (12.4%) increase in property taxes due to a tax refund
received  in  1995 as a result of a reduction in  the  property's
assessed value,
d)  $15,541 (3.9%) increase in interest costs due to an  increase
in   the  average  outstanding  loan  balance  during  1996  (the
additional  loan proceeds have and will continue to  be  used  to
fund  additional Phase II improvements, see Liquidity and Capital
Resources for further discussion), and
e)  $21,107 (16.6%) increase in general and administrative  costs
due to an increase in investor services, and legal fees.

Total  expenses  including  depreciation  decreased  by  $219,732
(13.5%)  for the fiscal year 1996 compared to 1995.  The decrease
was  primarily  due  to  a  decrease in depreciation  expense  of
$297,560  (46.4%).  The reduction of depreciation was the  result
of  tenant  improvement  costs that were amortized  during  1995,
became  fully amortized during the last quarter of 1995  and  the
first  quarter of 1996.  Many of the suites with fully  amortized
improvements  were  either  re-leased  or  their  leases  renewed
without  requiring  any  major tenant  improvement  `,  therefore
reducing the recorded amount of amortization taken during  fiscal
year 1996.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                      Page Number
INDEPENDENT AUDITORS' REPORT                                10

FINANCIAL STATEMENTS
                                                            11
     BALANCE SHEETS
     AS OF DECEMBER 31, 1997 AND 1996

     STATEMENTS OF OPERATIONS                               12
     FOR THE YEARS ENDED
     DECEMBER 31, 1997, 1996, AND 1995

     STATEMENTS OF PARTNERS' EQUITY                         13
     FOR THE YEARS ENDED
     DECEMBER 31, 1997, 1996, AND 1995

     STATEMENTS OF CASH FLOWS                               14
     FOR THE YEARS ENDED
     DECEMBER 31, 1997, 1996, AND 1995

      NOTES TO FINANCIAL STATEMENTS                         15-22
SUPPLEMENTAL SCHEDULES

     SCHEDULE III                                           26
     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, 1997 and 1996, and  the  related
statements  of operations, partners' equity and cash  flows  for
each  of  the years in the three-year period ended December  31,
1997.    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,
1997  and  1996, and the results of its operations and its  cash
flows  for  each  of  the years in the three-year  period  ended
December   31,  1997  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   Peat
Marwick LLP
February 4, 1998




 PART 1 - FINANCIAL INFORMATION
<TABLE>
 Capital Builders Development Properties II
          (A California Limited Partnership)
                                                                
               BALANCE SHEETS
<CAPTION>                                                              
                                              December 31   December 31
                                                     1997          1996
<S>                                                   <C>           <C>
ASSETS                                                                 
  Cash and cash equivalents                      $254,626      $701,828
  Accounts receivable, net                        163,738        68,724
  Due from joint venture                          - - - -     1,514,788
  Investment property, at cost,                                        
Net of accumulated depreciation of
$2,061,160 and $1,426,812 at                                           
December 31, 1997 and 1996, respectively       12,431,881     7,485,543
       Lease commissions, net of accumulated                          
amortization of $179,388 and $52,498 at                                
December 31, 1997 and 1996, respectively          162,386        78,635
  Other assets, net of accumulated                                     
amortization of $34,606 and $3,885 at                                  
December 31, 1997 and 1996, respectively           64,587       103,815
        Total assets                          $13,077,218    $9,953,333
                                                                       
LIABILITIES AND PARTNERS' EQUITY                                       
  Notes payable                                $8,950,372    $4,928,442
  Accounts payable and accrued liabilities        127,777       158,405
  Tenant deposits                                  93,690        48,995
  Share of joint venture deficit                  - - - -       695,094
        Total liabilities                       9,171,839     5,830,936
                                                                       
  Commitments and contingencies                                        
  Partners' Equity:                                                    
    General Partners                             (56,777)      (54,607)
    Limited Partners                            3,962,156     4,177,004
        Total Partners' equity                  3,905,379     4,122,397
        Total liabilities and Partners'                                
        equity                                $13,077,218   $9,953,333
                                                                       
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>                                                              
                                           1997         1996       1995
<S>                                      <C>          <C>        <C>
Revenues                                                               
  Rental and other income             $1,599,917   $1,101,978  $1,051,084
  Interest income                       128,237      121,977    156,889
Total revenues                        1,728,154    1,223,955  1,207,973
                                                                       
Expenses                                                               
  Operating expenses                    368,434      276,165    238,600
  Repairs and maintenance               236,623      150,718    155,292
  Property taxes                        108,220       74,323     66,134
  Interest                              620,946      416,264    400,723
  General and administrative            157,160      148,543    127,436
  Depreciation and amortization         430,983      343,774    641,334
Total expenses                        1,922,366    1,409,787  1,629,519
                                                                       
  Loss before joint venture interest  (194,212)    (185,832)  (421,546)
  Loss on investment in joint venture  (22,806)     (82,645)  (161,255)
                                                                       
Net loss                              (217,018)    (268,477)  (582,801)
                                                                       
Allocated to General Partners           (2,170)      (2,685)    (5,828)
Allocated to Limited Partners         ($214,848)   ($265,792)  ($576,973)
                                                                       
Net loss per Limited Partnership Unit   ($9.33)     ($11.54)   ($25.05)
                                                                       
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, 1997, 1996, AND 1995
  <CAPTION>
                                                        Total
                                 General   Limited Partners'
                                Partners  Partners    Equity

  <S>                                <C>       <C>       <C>

Balance at December 31, 1994   ($46,094)$5,019,769$4,973,675

     Net Loss                    (5,828) (576,973) (582,801)

Balance at December 31, 1995    (51,922) 4,442,796 4,390,874

      Net loss                   (2,685) (265,792) (268,477)

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



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>                                                          
                                      1997         1996        1995
<S>                                 <C>         <C>          <C>
      Cash flows from operating                                    
                    activities:
  Net loss                      ($217,018)   ($268,477)  ($582,801)
    Adjustments to reconcile                                       
net loss to cash flow (used in)
          provided by operating                                    
                    activities:
  Depreciation and amortization    430,983      343,774     641,334
  Equity in losses of Joint                                        
Venture                             22,806       82,645     161,255
  Uncollected interest earned                                      
from Joint Venture               (114,046)      - - - -   (115,684)
  Changes in operating assets                                      
               and liabilities:
  (Increase)/Decrease in                                           
accounts receivable               (60,266)       74,902       8,514
  Increase in leasing                                              
commissions                       (88,736)     (35,091)    (28,785)
  Decrease/(Increase) in other                                     
assets                               9,204      (2,654)   (119,160)
  Increase in accounts payable                                     
and accrued liabilities              2,444       85,171         554
  Decrease in tenant deposits      (6,845)      (5,507)       (558)
                                                                   
    Net cash (used in) provided                                    
by operating activities           (21,474)      274,763    (35,331)
                                                                   
      Cash flows from investing                                    
                    activities:
  Proceeds from (Investment in)                                    
securities                         - - - -    1,214,118 (1,214,118)
       Acquisition of remaining                                    
                  joint venture
    interest, net of cash                                          
acquired                          (14,380)      - - - -     - - - -
  Increase in advances to joint                                    
venture                            - - - -    (225,000)   (105,000)
  Improvements to investment                                       
properties                       (993,321)  (1,091,548)   (133,530)
  Distributions from joint                                         
venture                            - - - -      124,480      36,400
                                                                   
    Net cash (used in) provided                                    
by investing activities         (1,007,701)       22,050 (1,416,248)
                                                                   
      Cash flows from financing                                    
                    activities:
  Proceeds from issuance of                                        
debt                               677,059      - - - -   1,433,740
  Payments of debt                (95,086)     (57,932)    (24,306)
                                                                   
    Net cash provided by (used                                     
in) financing activities           581,973     (57,932)   1,409,434
                                                                   
Net (decrease)/increase in cash                                    
& cash equivalents               (447,202)      238,881    (42,145)
                                                                    
Cash and cash equivalents,                                         
beginning of  period               701,828      462,947     505,092
                                                                   
Cash and cash equivalents, end                                     
of period                         $254,626     $701,828    $462,947
                                                                   
     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            $584,613     $416,264    $400,723
                                                                   
          See accompanying notes to the financial                          
                                      statements.
</TABLE>
                                
                                
            Capital Builders Development Properties II
               (A California Limited Partnership)
                                
                  NOTES TO FINANCIAL STATEMENTS

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.

Investment in Joint Venture

Equity  investments of 20% to 50% are accounted for by the equity
method.   Under  this  method, the investments  are  recorded  at
initial  cost  and  increased or decreased for the  Partnership's
share of income and losses, and decreased for distributions  (See
Note 5).

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
of 23,030 in 1997, 1996 and 1995.

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  $78,045,  $52,947 and $51,310 for the years ended  December
31,  1997, 1996 and 1995, respectively, while total reimbursement
of expenses was $201,441, $176,641 and $151,877, 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:

                                  1997           1996
Land                          $4,053,799     $2,622,014
Building and Improvements      9,111,111      5,449,418
Tenant Improvements            1,328,131        840,923
Investment property, at cost  14,493,041      8,912,355
Less: accumulated depreciation
      and amortization       (2,061,160)    (1,426,812)

Investment property, net     $12,431,881     $7,485,543

NOTE 4 - DUE FROM JOINT VENTURE

The  receivable  represents funds advanced  to  Capital  Builders
Roseville Venture.  Amounts outstanding earned interest at 8.95%,
approximately the same rate paid for other borrowings.  The  Note
receivable was settled in connection with the purchase of Capital
Builders Development Properties' 60% joint venture interest.  See
Note 5 for further discussion.

NOTE 5 - INVESTMENT IN JOINT VENTURE

The  investment in joint venture represents a 40% interest  in  a
joint   venture  with  Capital  Builders  Development  Properties
(CBDP), a related partnership with the same general partner.   In
May 1997, the Partnership purchased the remaining 60% interest in
the   joint  venture.   The  purchase  was  completed  after   an
independent  valuation  of  the joint venture  property,  Capital
Professional Center.

The Partnership acquired CBDP's 60% interest for $51,068 in cash,
which was based on CBDP's 60% interest in the joint venture's net
assets.   The  acquisition  has  been  accounted  for  using  the
purchase  method  of accounting, and accordingly,  the  operating
results of Capital Professional Center have been included in  the
Partnership's  Statement of Operations  since  the  May  1,  1997
acquisition.   The  purchase price was  allocated  based  on  the
estimated  fair  values  of  the  net  assets  at  the  date   of
acquisition.   As the purchase price approximated  the  estimated
fair value of the net assets acquired, no goodwill was recorded.

A  summary  of  balance  sheet financial information  of  Capital
Builders Roseville Venture as of December 31, 1996 is as follows:

Assets
  Cash                                $ 23,657
  Accounts receivable                   33,437
  Investment property                3,163,465
  Other assets                         102,995
          Total Assets            $  3,323,554

Liabilities and Equity
  Accounts payable and accrued liabilities$ 37,292
  Tenant security deposits              53,611
  Note payable                       3,455,591
  Loan payable to affiliate          1,514,788
  Partners' Equity/(Deficit)
     Capital, CBDP                 (1,042,634)
     Capital, CBDP II                (695,094)
          Total Liabilities and
          Partner's Equity/(Deficit)$   3,323,554


A  summary of operating information of Capital Builders Roseville
Venture follows:

                    For the Four Months    For the Years
                      Ended April 30,    Ended December 31,
                           1997         1996           1995
Total Revenue           $ 242,630     $ 671,525      $612,670
Total Expenses            299,645       878,136     1,015,807
Net (Loss)           ($   57,015)  ($  206,611)    ($403,137)

Capital Builders Development
  Properties II Share of
  Net Loss              ($22,806)     ($82,645)    ($161,255)

The  1997  Net  Loss  from  Capital  Builders  Roseville  Venture
represents  activity  prior to the May  1,  1997  purchase.   The
purchase  did  not  generate any sales  commissions,  transaction
fees, changes in management compensation, or any other direct  or
indirect benefit to General Partner.

NOTE 6 - NOTES PAYABLE

Notes Payable consist of the following at:December 31, 1997 December 31, 1996

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.               $4,865,609     $4,928,442

A  construction loan  of  $2,280,000
with  a  variable interest  rate  of
prime  plus 1.5% (10% as of December
31,   1997).    The  loan   requires
monthly interest only payments,  and
is  due  March  1, 1999.   The  note
provides   for   future   draws   of
$1,602,941  for  shell  and   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.                                677,059     - - - - -

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      land,
buildings
and improvements.                         $3,407,704      - - - - -

Total Notes Payable                       $8,950,372     $4,928,442

Scheduled  principal payments during 1998, 1999, 2000,  2001  and
2002   are   $120,711,   $808,629,  $143,348,   $3,327,894,   and
$4,549,790, respectively.

NOTE 7 - 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:

                         1998      $1,455,787
                         1999         936,657
                         2000         591,186
                         2001         442,581
                         2002         172,825
                         Total     $3,599,036

NOTE 8 - RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

A reconciliation of the financial statement method of accounting
to  the  Federal income tax method of accounting for  the  years
ended December 31 are as follows:

                                      1997        1996       1995

Net loss - financial             ($217,018)    (268,477)  (582,801)

Adjustments
  resulting from:
  Book to tax difference in
  depreciation and amortization    (76,317)      236,810    452,864

  Net loss - tax method          ($293,335)     (31,667)  (129,937)

Partners' equity - financial     $3,905,379    4,122,397  4,390,874

Increases
  resulting from:
  Book to tax difference in
  depreciation and amortization
  and valuation allowance         2,784,844    2,861,161  2,624,351
  Selling expenses for
  Partnership units               1,713,666    1,713,666  1,713,666

  Partners' equity - tax         $8,403,889    8,697,224  8,728,891

Taxable loss per Limited
  Partnership unit after giving
  effect to the taxable loss
  allocated to the General Partner   ($12.60)      (1.36)      (5.59)

NOTE 9- FAIR VALUE OF FINANCIAL INSTRUMENTS

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

     Cash and cash equivalents
     The  carrying amount approximates fair value because of  the
     short maturity of these 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:
                          1997                     1996
                    Carrying   Estimated   Carrying  Estimated
                      Amount  Fair Value     Amount  Fair Value

Assets
Cash and cash
equivalents       $  254,626    $254,626    $701,828    $701,828
Due from joint
venture              - - - -     - - - -  $1,514,788         (A)

Liabilities
Note payable      $4,865,609  $4,865,609  $4,928,442  $4,928,442
Note payable        $677,059    $677,059     - - - -     - - - -
Note payable      $3,407,704  $3,407,704     - - - -     - - - -

(A)  It is not practicable to determine the fair value of the Due
     from  joint venture due to the related party nature  of  the
     arrangement.


NOTE 10 - 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 11 - PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

Reporting Comprehensive Income

In  June  1997, the Financial Accounting Standards  Board  (FASB)
issued  Statement  of Financial Accounting Standards  (SFAS)  No.
130,  Reporting Comprehensive Income.  SFAS No. 130 is  effective
for  interim and annual periods beginning after December 15, 1997
and  is  to  be  applied retroactively to all periods  presented.
SFAS  No. 130 establishes standards for reporting and display  of
comprehensive income and its components in a full set of  general
purpose financial statements.  It does not, however, specify when
to  recognize  or how to measure items that make up comprehensive
income.   SFAS  No. 130 was issued to address concerns  over  the
practice  of reporting elements of comprehensive income  directly
in  equity.  This Statement requires all items that are  required
to  be  recognized  under accounting standards as  components  of
comprehensive income be reported in a financial statement that is
displayed   in   equal  prominence  with  the   other   financial
statements.   It  does  not require a specific  format  for  that
financial  statement but requires that an enterprise  display  an
amount representing total comprehensive income for the period  in
that  financial statement.  Enterprises are required to  classify
items  of  "other comprehensive income" by their  nature  in  the
financial   statement   and  display   the   balance   of   other
comprehensive  income  separately in  the  equity  section  of  a
statement  of financial position.  It does not require per  share
amounts of comprehensive income to be disclosed.  Management does
not  expect  that adoption of SFAS No. 130 will have  a  material
impact on the Partnership's financial statements.

Financial Reporting for Segments of a Business Enterprise

In  June  1997,  the FASB issued SFAS No. 131, Disclosures  about
Segments of an Enterprise and Related Information.  SFAS No.  131
is  effective  for  interim and annual  periods  beginning  after
December  15,  1997  and is to be applied  retroactively  to  all
periods  presented.  SFAS No. 131 establishes standards  for  the
way  public business enterprises are to report information  about
operating  segments in annual financial statements  and  requires
those  enterprises to report selected information about operating
segments in interim financial reports issued to shareholders.  It
also establishes standards for related disclosures about products
and  services, geographic areas, and major customers.   SFAS  No.
131 supersedes SFAS No. 14, Financial Reporting for Segments of a
Business  Enterprise,  but  retains  the  requirement  to  report
information  about major customers.  Management does  not  expect
that adoption of SFAS No. 131 will have a material impact on  the
Partnership's financial statements.

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,
with  its  executive offices at 4700 Roseville Road,  Suite  206,
North  Highlands,  California 95660  (telephone  number  916-331-
8080).   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.  In addition, CB, in the normal  course
of  business,  has  guaranteed certain debt  obligations  of  the
Partnerships it sponsored aggregating $3,521,000.

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, 52, 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
licenses in Real Estate, Securities and Insurance.

Ellen  Wilcox:   Ellen  Wilcox  is the  Owner/Manager  of  Wilcox
Financial Services, a Registered Investment Advisor in San Carlos
CA.   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.  In addition, he
is  the founding shareholder and chief financial officer of Green
Planet Juicery, Inc., located in the Sacramento area.  From  1978
to 1995 he worked for KPMG Peat Marwick 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  $78,045  in   1997,
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 $201,441  in
1997.

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, 1997, the Managing  General
Partner  and/or its affiliate received $201,441 for reimbursement
of  administrative  services and $78,045 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
  

                               President
Michael J. Metzger                                 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, 1998.

<TABLE>
  Capital
 Builders
Development
Properties
    II
     A
California
  Limited
Partnership
    and
Subsidiary
                                                                                          
 SCHEDULE
III - REAL
ESTATE AND
ACCUMULATED
DEPRECIATIO
     N
 12/31/97                                                                                 
<CAPTION>                                                                                      
 Column A    Column B    Column C    Column D          Column E
    <S>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
                                       Cost                                               
                                    Captialized
Description Encumbrance   Initial   Subsequent    Gross Carrying Amount            
            s              Cost         to             at End of Period
                                    Acquistion
                                                                                               
                                                 Carrying               Buildings &       
                         Land (1)   Improvement    Costs      Land(1)   Improvement  Total (1)
                                           s(1)                            s(1)
                                                                                          
Commercial                                                                                     
Office
Bldg.
  Highlands  $5,542,668 $2,115,148   $7,519,782   $50,225   $2,622,014  $7,063,140   $9,685,154
80
                                                                                               
Roseville                                                                    $            
              3,407,704     986,715   3,370,588      89,326   1,431,785  3,376,102   4,807,887
                                                                                               
Commercial   $8,950,372  $3,101,863 $10,890,370    $139,551  $4,053,799 $10,439,242 $14,493,041
Office
Bldg.
                                                                                               
                                                                                               
                                                                                               
                                                             Column E
                                                               Total
                                                                                               
                                                                   1995        1996        1997
                                                                                               
 Balance at                                                  $8,831,186  $8,168,305  $8,912,355
  beginning
  of period
                                                                                               
Additions                                                                                      
                                                                133,530   1,091,548   5,747,656
                                                                                               
Deletions                                                                                      
(2)                                                           (796,411)   (347,498)   (166,970)
                                                                                               
Balance at                                                   $8,168,305  $8,912,355 $14,493,041
end of
period
                                                                                               
                                                                                               
                                                                                               
 Column A                Column F    Column G    Column H    Column I                          
    <S>                     <C>         <C>         <C>         <C>                            
                        Accumulated   Date of      Date     Depreciatio                        
                                                                 n
Description             Depreciatio Constructio  Acquired      Life                            
                             n           n
                                                                                               
                                                                                               
                                                                                               
                                                                                               
Commercial                                                                                     
Office
Bldg.
  Highlands              $1,548,023        1987        1987 40 Years                           
80                                                          (Bldg)
                                                                                               
Roseville                                  1987        1987 40 Years                           
                            513,137                         (Bldg)
                                                                                               
Commercial               $2,061,160                         Life of                            
Office                                                      Lease
Bldg.                                                       (Tenant
                                                            Imp.)
                                                                                               
                                                                                               
                                                                                               
                                     Column F                                                  
                                       Total
                                                                                               
                                           1996        1996        1997                        
                                                                                               
 Balance at                          $1,716,603  $1,474,003  $1,426,812                        
  beginning
  of period
                                                                                               
Additions                (3)                                             (3)                   
                                        553,811     300,307     801,318
                                                                                               
Deletions                                                                                      
(2)                                   (796,411)   (347,498)   (166,970)
                                                                                               
Balance at                           $1,474,003  $1,426,812  $2,061,160                        
end of
period
                                                                                               
                                                                                               
                                                                                               
         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
improvments
         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
 acquistion
   has been
  accounted
  for using
        the                                                                                    
   purchase
  method of
accounting.
                                                                                               
                                                                                               

</TABLE>