29

                             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, 1998                                      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, 1998 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 37,500 square foot 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:       $0.88               $1.59

  Square Footage Mix:
       Office                          21,966              40,397
       Industrial                     113,259

  Leased Occupancy at
        December 31:    1998              68%                 91%
                        1997              75%                100%
                        1996              78%                 95%
                        1995              86%                 95%
                        1994              84%                100%

  Current Year Depreciation:         $301,673            $121,415

  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:                      $9,722,827          $4,700,608

  Encumbrances:                    $5,734,027          $3,359,490

  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 5 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, 1998, there were 1,662 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):

                       1998     1997     1996     1995     1994

Revenues             $1,985   $1,728   $1,224   $1,208   $1,089

Net Loss             ($323)   ($217)   ($268)   ($583)   ($697)

Net Loss per Limited
    Partnership Unit($13.90) ($9.33) ($11.54) ($25.05) ($29.97)

Total Assets        $12,799  $13,077   $9,953   $9,934   $8,910

Notes and Loans Payable$9,094 $8,950   $4,928   $4,986   $3,577

(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  potential  impact  of  the Year 2000 issue  on  the  real  estate
industry  could be material, as virtually every aspect of the industry
and  processing of transactions will be affected.  Due to the size  of
the  task  facing  the real estate industry, the  Partnership  may  be
adversely  affected by the problem, depending on whether  it  and  the
entities  with which it does business address this issue successfully.
The impact of Year 2000 issues on the Partnership will then depend not
only on corrective actions that the Partnership takes, but also on the
way  in which Year 2000 issues are addressed by governmental agencies,
businesses and other third parties that provide services or  data  to,
or received services or data from, the Partnership, or whose financial
condition or operational capability is important to the Partnership.

The Partnership's State of Readiness

The  Partnership engages the services of third-party software  vendors
and  service  providers for substantially all of its  electronic  data
processing.   Thus,  the focus of the Partnership is  to  monitor  the
progress of its primary software providers toward Year 2000 readiness.

The  Partnership's Year 2000 program has been divided into phases, all
of them common to all sections of the process:  (1) inventorying date-
sensitive  information  technology and  other  business  systems;  (2)
assigning  priorities  to identified items and assessing  the  efforts
required for Year 2000 readiness of those determined to be material to
the  Partnership; (3) upgrading or replacing material items  that  are
determined  not to be Year 2000 compliant and testing material  items;
(4)  assessing the status of third party risks; and (5) designing  and
implementing contingency and business continuation plans.

In   the  first  phase,  the  Partnership  has  conducted  a  thorough
evaluation  of  current information technology systems  and  software.
Non-information  technology systems such as climate  control  systems,
elevators and security equipment will also be surveyed.

In  phase  two  of the process, results from the inventory  have  been
assessed  to  determine  the Year 2000 impact  and  what  actions  are
required  to  achieve  Year  2000 readiness.   For  the  Partnership's
internal  systems, application upgrades of software are  needed.   The
Partnership  has  opted for a course of action  that  will  result  in
upgrading or replacing all critical internal systems.

The  third phase includes the upgrading, replacement and/or retirement
of  systems,  and  testing.  This stage of the Year  2000  process  is
ongoing  and  is  scheduled to be completed by the second  quarter  of
1999.

The fourth phase, assessing third party risks, includes the process of
identifying and prioritizing critical suppliers and customers  at  the
direct  interface level.  This evaluation includes communicating  with
the  third  parties about their plans and progress in addressing  Year
2000  issues.   The  Partnership's management has identified  critical
third  parties and developed a letter inquiring about their  company's
Year 2000 program.  These letters will be sent by the first quarter of
1999.

Contingency Plan

The  final  phase  of the Partnership's Year 2000 program  relates  to
contingency plans.  The Partnership maintains contingency plans in the
normal  course  of business designed to be deployed in  the  event  of
various   potential   business   interruptions.    The   Partnership's
contingency  plan includes maintaining hard copies of  tenant  leases,
vendor contracts, and accounting records to ensure the maintenance  of
its  accounting  system and help facilitate the collection  of  rental
income and payments to vendors during computer interruptions.

Costs

As  the  Company relies upon third-party software vendors and  service
providers for substantially all of its electronic data processing, the
primary cost of the Year 2000 Project has been and will continue to be
the  reallocation  of  internal resources  and,  therefore,  does  not
represent incremental expense to the Partnership.

Risks

Failure  to  correct a material Year 2000 problem could result  in  an
interruption  in, or a failure of, certain normal business  activities
or operations.  The Partnership believes that, with the implementation
of  new  or upgraded business systems and completion of the Year  2000
Project as scheduled, the possibility of significant interruptions  of
normal operations due to the failure of those systems will be reduced.
However,  the  Partnership  is  also  dependent  upon  the  power  and
telecommunications infrastructure within the United States.  The  most
reasonably  likely worst case scenario would be that  the  Partnership
may  experience  disruption in its operations if any of  these  third-
party suppliers reported a system failure.  Although the Partnership's
Year  2000  Project  will reduce the level of  uncertainty  about  the
readiness  of its material third-party providers, due to  the  general
uncertainty  over Year 2000 readiness of these third-party  suppliers,
the  Partnership  is  unable to determine at  this  time  whether  the
consequences of Year 2000 failures will have a material impact.

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
balances,  property rental income and construction financing.   As  of
December  31, 1998, the Partnership had $287,892 in cash.  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.

During  1998,  net cash provided by operations increased  to  $53,165.
This  is  primarily  the  result  of  cash  provided  by  the  Capital
Professional  Center ("CPC") project.  CPC's occupancy  remains  above
90%  and is projected to continue providing positive cash flow  during
1999.   The  Highlands 80 project is also projected to  increase  cash
provided  by  operating activities during 1999 with  the  lease-up  of
Phase II.

During  the  twelve months ended December 31, 1998, net cash  used  in
investing  activities ($163,044) was primarily  the  result  of  costs
incurred  for tenant improvements at Highlands 80, Phases  I  and  II.
Projected  tenant improvement costs for 1999 are $53,760 for  Phase  I
and  $533,674 for Phase II.  The 1998 costs were primarily funded with
the  existing construction loan and cash from operations.  The funding
of  1999  tenant  improvements will be similar, with  Phase  II  costs
expected to be primarily funded by the construction loan.

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 1999's obligations  and
no adverse change in liquidity is foreseen.

Results of Operations

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.

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.  During 1998
demand  for  space  at  Highlands 80 did not  increase  substantially.
During the year a net increase of 4,246 square feet of occupied  space
occurred.

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.

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
$937,659.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                                                      Page Number

INDEPENDENT AUDITORS' REPORT                                11

FINANCIAL STATEMENTS
                                                            12
     BALANCE SHEETS
     AS OF DECEMBER 31, 1998 AND 1997

     STATEMENTS OF OPERATIONS                               13
     FOR THE YEARS ENDED
     DECEMBER 31, 1998, 1997, AND 1996

     STATEMENTS OF PARTNERS' EQUITY                         14
     FOR THE YEARS ENDED
     DECEMBER 31, 1998, 1997, AND 1996

     STATEMENTS OF CASH FLOWS                               15
     FOR THE YEARS ENDED
     DECEMBER 31, 1998, 1997, AND 1996

      NOTES TO FINANCIAL STATEMENTS                         16-23
SUPPLEMENTAL SCHEDULES

     SCHEDULE III                                           27
     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, 1998 and 1997, and the related statements of operations,
partners'  equity and cash flows for each of the years in the  three-
year  period ended December 31, 1998.  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, 1998 and  1997,
and  the results of its operations and its cash flows for each of the
years  in the three-year period ended December 31, 1998 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
February 5, 1999




 PART 1 - FINANCIAL INFORMATION

<TABLE>
Capital Builders Development Properties II
    (A California Limited Partnership)
                                                                
              BALANCE SHEETS
<CAPTION>                                                            
                                           December 31    December 31
                                               1998           1997
<S>                                            <C>            <C>
ASSETS                                                               
  Cash                                         $287,892      $254,626
  Accounts receivable, net                      130,875       163,738
  Investment property, at cost, net of                               
accumulated depreciation of $2,280,524 and                           
$2,061,160 at December 31, 1998 and 1997,
respectively                                 12,142,911    12,431,881
  Lease commissions, net of accumulated                              
amortization of $211,911 and $179,388 at                             
December 31, 1998 and 1997, respectively        156,213       162,386
  Other assets, net of accumulated                                   
amortization of $26,188 and $34,606 at                               
December 31, 1998 and 1997, respectively         81,348        64,587
        Total assets                        $12,799,239   $13,077,218
                                                                     
LIABILITIES AND PARTNERS' EQUITY                                     
  Notes payable                              $9,093,517    $8,950,372
  Accounts payable and accrued liabilities       28,602       127,777
  Tenant deposits                                95,093        93,690
        Total liabilities                     9,217,212     9,171,839
                                                                     
  Commitments and contingencies                                      
  Partners' Equity:                                                  
    General Partners                           (60,010)      (56,777)
    Limited Partners                          3,642,037     3,962,156
        Total Partners' equity                3,582,027     3,905,379
        Total liabilities and Partners'     $12,799,239   $13,077,218
equity
                                                                     
See accompanying notes to the financial statements.                  
                                                                     
</TABLE)
                                   

</TABLE>
<TABLE>
 Capital Builders Development
         Properties II
     (A California Limited
         Partnership)
                                                                
   STATEMENTS OF OPERATIONS
   YEARS ENDED DECEMBER 31,
<CAPTION>                                                       
                                    1998         1997         1996
<S>                                 <C>          <C>           <C>
Revenues                                                              
  Rental and other income        $1,967,779   $1,599,917    $1,101,978
  Interest income                    17,529      128,237       121,977
Total revenues                    1,985,308    1,728,154     1,223,955
                                                                      
Expenses                                                              
  Operating expenses                401,914      368,434       276,165
  Repairs and maintenance           285,929      236,623       150,718
  Property taxes                    136,658      108,220        74,323
  Interest                          784,448      620,946       416,264
  General and administrative        183,179      157,160       148,543
  Depreciation and amortization     516,532      430,983       343,774
Total expenses                    2,308,660    1,922,366     1,409,787
                                                                      
  Loss before joint venture                                           
interest                          (323,352)    (194,212)     (185,832)
  Loss on investment in joint                                         
venture                             - - - -     (22,806)      (82,645)
                                                                      
Net loss                          (323,352)    (217,018)     (268,477)
                                                                      
Allocated to General Partners       (3,233)      (2,170)       (2,685)
Allocated to Limited Partners    ($320,119)   ($214,848)    ($265,792)
                                                                      
Net loss per Limited                                                  
Partnership Unit                   ($13.90)      ($9.33)      ($11.54)
                                                                      
Average Units outstanding            23,030       23,030        23,030
                                                                      
See accompanying notes to the financial statements.                      
</TABLE)


</TABLE>
<TABLE>
               Capital Builders Development Properties II
                   (A California Limited Partnership)
                                   
                     STATEMENTS OF PARTNERS' EQUITY
              YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

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

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

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

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

See accompanying notes to the financial statements.
</TABLE)


</TABLE>
<TABLE>
   Capital Builders Development
          Properties II
(A California Limited Partnership)
                                                                  
     STATEMENTS OF CASH FLOWS
     YEARS ENDED DECEMBER 31,
<CAPTION>                                                               
                                       1998       1997          1996
<S>                                    <C>          <C>          <C>
Cash flows from operating                                               
activities:
  Net loss                          ($323,352)   ($217,018)   ($268,477)
    Adjustments to reconcile net                                        
loss to cash flow
    provided by (used in)                                               
operating activities:
  Depreciation and amortization        516,532      430,983      343,774
  Equity in losses of Joint                                             
Venture                                - - - -      22,806       82,645
  Uncollected interest earned from                                      
Joint Venture                          - - - -   (114,046)      - - - -
  Changes in operating assets and                                       
liabilities:
  Decrease (Increase) in accounts                                       
receivable                              32,863    (60,266)       74,902
  Increase in leasing commissions     (67,353)     (88,736)     (35,091)
  (Increase) Decrease in other         (7,753)        9,204      (2,654)
assets
  (Decrease) Increase in accounts                                       
payable and accrued liabilities       (99,175)        2,444       85,171
  Increase (Decrease) in tenant                                         
deposits                                 1,403     (6,845)      (5,507)
                                                                        
      Net cash provided by (used                                        
in) operating activities                53,165    (21,474)      274,763
                                                                        
Cash flows from investing                                               
activities:
  Proceeds from securities             - - - -      - - - -    1,214,118
  Acquisition of remaining joint                                        
venture interest, net of cash                                           
acquired                               - - - -    (14,380)      - - - -
  Increase in advances to joint                                         
venture                                - - - -     - - - -    (225,000)
  Improvements to investment                                            
properties                           (163,044)   (993,321)  (1,091,548)
  Distributions from joint venture     - - - -      - - - -      124,480
                                                                        
      Net cash (used in) provided                                       
by investing activities              (163,044) (1,007,701)       22,050
                                                                        
Cash flows from financing                                               
activities:
  Proceeds from issuance of debt       260,600     677,059      - - - -
  Payments of debt                   (117,455)     (95,086)     (57,932)
                                                                        
      Net cash provided by (used                                        
in)  financing activities              143,145     581,973     (57,932)
                                                                        
Net increase (decrease) in cash         33,266    (447,202)      238,881
                                                                        
Cash, beginning of  period             254,626      701,828      462,947
                                                                        
Cash, end of period                   $287,892     $254,626     $701,828
                                                                        
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                $784,448     $584,613     $416,264
                                                                        
See accompanying notes to the financial statements.                     
</TABLE)


               Capital Builders Development Properties II
                  (A California Limited Partnership)
                     NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 1998, 1997, AND 1996

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.

Financial Reporting for Segments of a Business Enterprise

During  1998, the Partnership adopted SFAS No. 131, Disclosures  about
Segments  of  an  Enterprise  and Related Information.  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.  As of December 31, 1998 and
1997,  the Partnership did not have any reportable segments under  the
provision of SFAS No. 131.

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 4).

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 1998, 1997, and 1996.

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
$97,913,  $78,045 and $52,947 for the years ended December  31,  1998,
1997,  and  1996, respectively, while total reimbursement of  expenses
was $190,553, $201,441 and $176,641, 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:

                                         1998           1997
Land                                $4,053,799     $4,053,799
Building and Improvements            9,132,132      9,111,111
Tenant Improvements                  1,237,504      1,328,131
Investment property, at cost        14,423,435     14,493,041
Less: accumulated depreciation
      and amortization             (2,280,524)    (2,061,160)

Investment property, net           $12,142,911    $12,431,881


NOTE 4 - INVESTMENT IN JOINT VENTURE

Through  May  1997, the Partnership owned 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  operating  information of Capital  Builders  Roseville
Venture follows:

                    For the Four Months   For the Twelve months
                      Ended April 30,       Ended December 31,
                            1997                    1996
Total Revenue             $ 242,630                $ 671,525
Total Expenses              299,645                  878,136
Net Loss               ($   57,015)             ($  206,611)

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

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 5 - NOTES PAYABLE

Notes Payable consist of the following at December 31,:
                                            1998       1997
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.              $4,796,368  $4,865,609

A  construction loan of $2,280,000 with a
variable interest rate of prime plus 1.5%
(9.25%  as  of December 31,  1998).   The
loan   requires  monthly  interest   only
payments, and is due March 1, 1999.   The
note  is  expected to be renewed  at  its
current  terms  for  an  additional   six
months.   The  note provides  for  future
draws    of    $1,342,341   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.                               937,659     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  (CPC)
land,    buildings   and    improvements.
Restrictive   covenants  of   this   loan
include  maintaining a cash flow coverage
ratio related to the CPC property.        3,359,490   3,407,704

Total Notes Payable                      $9,093,517  $8,950,372

Scheduled  principal payments during 1999, 2000,  2001  and  2002  are
$1,072,485, $143,348, $3,327,894, and $4,549,790, respectively.

NOTE 6 - 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:

                         1999      $1,336,893
                         2000       1,072,952
                         2001         728,251
                         2002         342,951
                         2003         108,006
                         Total     $3,589,053

NOTE 7 - 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:

                                      1998        1997       1996


Net loss -
  Statements of Operations       ($323,352)   ($217,018) ($268,477)

Adjustments
  resulting from:
  Difference in depreciation
  and amortization                   87,705     (76,317)    236,810

  Net loss - tax return           (235,648)    (293,335)   (31,667)

Partners' equity -
   Statements of
  Partners' Equity (Deficit)      3,582,027    3,905,379  4,122,397

Increases
  resulting from:
  Difference in depreciation
    and amortization and
                        valuation allowance    2,872,549  2,784,8442,861,161
  Selling expenses for
    Partnership units             1,713,666    1,713,666  1,713,666

  Partners' equity - tax return  $8,168,242   $8,403,889  8,697,224

Taxable loss per Limited
  Partnership unit after giving
    effect to the taxable loss
    allocated to the General
    Partner                          ($10.13)    ($12.60)     ($1.36)


NOTE 8- 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:
                          1998                     1997
                 Carrying      Estimated   Carrying   Estimated
                 Amount       Fair Value     Amount  Fair Value
Liabilities
Note payable    $4,796,368  $4,796,368   $4,865,609  $4,865,609
Note payable      $937,659    $937,659     $677,059    $677,059
Note payable    $3,359,490  $3,359,490   $3,407,704  $3,407,704


NOTE 9 - 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 10 - PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

Accounting  for the Costs of Computer Software Developed  or  Obtained
for Internal Use

In  March  1998, the American Society of Certified Public  Accountants
(AICPA)  issued Statement of Position (SOP) 98-1, Accounting  for  the
Costs  of  Computer Software Developed or Obtained for  Internal  Use.
SOP  98-1  provides guidance on accounting for the costs  of  computer
software  developed or obtained for internal use.  It  specifies  that
computer  software meeting certain characteristics  be  designated  as
internal-use   software   and  sets  forth  criteria   for   expensing
capitalizing, and amortizing certain costs related to the  development
or  acquisition of internal-use software.  SOP 98-1 is  effective  for
fiscal  years beginning after December 15, 1998.  Management does  not
expect  that adoption of SOP 98-1 will have a material impact  on  the
Partnership's financial statements.

Reporting on the Costs of Start-Up Activities

In  April  1998, the AICPA issued SOP 98-5, Reporting on the Costs  of
Start-Up  Activities.   SOP 98-5 provides guidance  on  the  financial
reporting of start-up costs and organization costs.  It requires costs
of  start-up  activities  and organization costs  to  be  expensed  as
incurred.   SOP  98-5  is effective for fiscal years  beginning  after
December 15, 1998.  Management does not expect that adoption of SOP 98-
5   will  have  a  material  impact  on  the  Partnership's  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 is effective for all
fiscal  quarters  of  fiscal  years beginning  after  June  15,  1999.
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.


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.

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.  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 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 $97,913 in 1998 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 $190,553 in 1998.

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, 1998, the Managing General Partner
and/or   its   affiliate  received  $190,553  for   reimbursement   of
administrative  services  and  $97,913  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, 1999.


</TABLE>
<TABLE>
   Capital
   Builders
 Development
Properties II
 A California
   Limited
 Partnership
and Subsidiary
                                                                
SCHEDULE III -
 REAL ESTATE
     AND
 ACCUMULATED
 DEPRECIATION
 December 31,
     1998
<CAPTION>                                                            
   Column A       Column B     Column C       Column D
     <S>            <C>           <C>           <C>            <C>
                                                Cost
                                            Capitalized
 Description   Encumbrances   Initial Cost  Subsequent to
                                            Acquisition
                                                                     
                                                            Carrying
                               Land (1)    Improvements(1)    Costs
                                                                
    Commercial                                                       
  Office Bldg.
Highlands 80      $5,734,027   $2,115,148       $7,557,454    $50,225
                                                                     
Roseville          3,359,490      986,715        3,624,567     89,326
                                                                     
Commercial        $9,093,517   $3,101,863      $11,182,021   $139,551
Office Bldg.
                                                                     
                                                                     
                                                                     
                                                                     
                                                                     
                                                                     
                                                                     
    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 &                       
                  Land(1)    Improvements(         Total (1)
                                  1)
                                                                
    Commercial                                                       
  Office Bldg.
  Highlands 80    $2,622,014   $7,100,813                  $9,722,827
                                                                     
Roseville          1,431,785    3,268,823                   4,700,608
                                                                     
Commercial        $4,053,799  $10,369,636                  $14,423,435
Office Bldg.
                                                                     
                                                                     
                                                                     
                  Column E
                   Total
                    <C>           <C>           <C>            <C>
                        1996         1997                        1998
                                                                     
Balance at        $8,168,305   $8,912,355                  $14,493,041
beginning of
period
                                                                     
Additions          1,091,548    5,747,656  (3)                163,044
                                                                     
Deletions (2)      (347,498)    (166,970)                   (232,650)
                                                                     
Balance at end    $8,912,355  $14,493,041                  $14,423,435
of period
                                                                     
                                                                     
   Column A       Column F     Column G       Column H          
     <S>            <C>           <C>           <C>            <C>
                Accumulated     Date of         Date            
 Description    Depreciation Construction     Acquired          
                                                                     
                                                                     
                                                                     
                                                                     
    Commercial                                                       
  Office Bldg.
  Highlands 80    $1,746,081         1987             1987           
                                                                     
Roseville            534,443         1987             1987           
                                                                     
Commercial        $2,280,524                                         
Office Bldg.
                                                                     
                                                                     
                                                                     
                               Column F
                                 Total
                                  <C>           <C>            <C>
                                     1996             1997           
                                                                     
    Balance at                 $1,474,003       $1,426,812           
  beginning of
        period
                                                                     
Additions                         300,307          801,318  (3)
                                                                     
Deletions (2)                   (347,498)        (166,970)           
                                                                     
Balance at end                 $1,426,812       $2,061,160           
     of period
                                                                     
                                                                     
                                                                     
   Column A       Column I                                           
     <S>            <C>                                              
                Depreciation                                         
 Description        Life                                             
                                                                     
                                                                     
                                                                     
                                                                     
    Commercial                                                       
  Office Bldg.
  Highlands 80      40 Years                                         
                     (Bldg.)
                                                                     
Roseville           40 Years                                         
                     (Bldg.)
                                                                     
Commercial     Life of Lease                                         
Office Bldg.
               Tenant Imp.)                                           
                                                                     
                                                                     
                                                                     
                    <C>                                              
                        1998                                         
                                                                     
Balance at        $2,061,160                                         
beginning of
period
                                                                     
Additions            452,014                                         
                                                                     
Deletions (2)      (232,650)                                         
                                                                     
Balance at end    $2,280,524                                         
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
  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>