UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D.C.  20549



_______________________



FORM 10-Q/A



Amendment No. 1



(Mark One)

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)



OF THE SECURITIES EXCHANGE ACT OF 1934





|For the quarterly period ended June 30, 2002 | Commission file number 2-89185
|-------------------------------------------- | ------------------------------



OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE



SECURITIES EXCHANGE ACT OF 1934



|For the transition period from    to | 
|------------------------------------ | 





GULLEDGE REALTY INVESTORS II, L.P.





|State of Organization: VIRGINIA | I.R.S. Employer Identification No. 54-1191237
|------------------------------- | ---------------------------------------------





One North Jefferson Avenue

St. Louis, Missouri  63103







Registrant's telephone number, including area code:  (314) 955-4188





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 of 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.  Yes X  No



GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

EXPLANATORY NOTE



This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2002 is being filed to provide additional disclosures in Note B To Financial Statements and to include the certification required by Section 906 of the Sarbanes-Oxley Act of 2002, which became effective on July 30, 2002.  No other revisions have been made to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 2002.



















GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)



INDEX





|         |                                                        | PAGE
|-------- | ------------------------------------------------------ | ----
|PART I.  | FINANCIAL INFORMATION:                                 |     
|         | Balance Sheets (Unaudited)                             | 1   
|         | Statements of Operations (Unaudited)                   | 2   
|         | Statements of Changes in Partners' Deficit (Unaudited) | 3   
|         | Statements of Cash Flows (Unaudited)                   | 4   
|         | Notes to Financial Statements (Unaudited)              | 5-8 
|         | Management's Financial Discussion                      | 9-10
|         |                                                        |     
|PART II. | OTHER INFORMATION                                      | 11  
|         | SIGNATURES                                             | 12  
|         | EXHIBIT INDEX                                          | 13  
|         |                                                        |     



GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

Balance Sheets

(Unaudited)



|                                  | June 30,      | December 31,
|--------------------------------- | ------------- | ------------
|ASSETS                            | 2002          | 2001        
|                                  |               |             
|Cash and cash equivalents         | $     77,501  | $     76,545
|                                  |               |             
|Advances to Project Partnerships  | 19,656        | 17,652      
|                                  |               |             
|Total Assets                      | $     97,157  | $     94,197
|                                  |               |             
|                                  |               |             
|                                  |               |             
|LIABILITIES AND PARTNERS' DEFICIT |               |             
|                                  |               |             
|Accounts payable                  | $       6,600 | $     35,200
|                                  |               |             
|Escrow deposit                    | -             | 10,000      
|                                  |               |             
|Payable to affiliates             | 856,229       | 793,880     
|                                  |               |             
|Note payable and accrued          |               |             
|interest payable (Note B)         | 3,547,544     | 3,726,843   
|                                  |               |             
|Capital contributions payable     | 50,000        | 50,000      
|                                  |               |             
|Total Liabilities                 | 4,460,373     | 4,615,923   
|                                  |               |             
|Partners' Deficit                 | (4,363,216)   | (4,521,726) 
|                                  |               |             
|Total Liabilities and             |               |             
|Partners' Deficit                 | $     97,157  | $    94,197 











See Notes to Financial Statements.



GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

Statements of Operations

(Unaudited)



|                          | Three Months Ended | Six Months Ended
|------------------------- | ------------------ | ----------------
|                          | June 30,           | June 30,        
|                          | 2002               | 2001            
|                          |                    |                 
|Revenue:                  |                    |                 
|                          |                    |                 
|Interest income           | $          389     | $          643  
|                          |                    |                 
|Distributions             | 399,314            | 87,911          
|                          |                    |                 
|Equity in income          |                    |                 
|of Project Partnership    | -                  | 40,299          
|                          |                    |                 
|Miscellaneous income      | -                  | -               
|                          |                    |                 
|                          | 399,703            | 128,853         
|Expenses:                 |                    |                 
|                          |                    |                 
|Asset management fee      | 28,645             | 28,645          
|                          |                    |                 
|Professional fees         | 2,550              | 2,550           
|                          |                    |                 
|Consulting fees           | 11,000             | 11,000          
|                          |                    |                 
|Operating expenses        | 10,684             | 1,920           
|                          |                    |                 
|Interest expense (Note B) | 78,060             | 78,391          
|                          |                    |                 
|                          | 130,939            | 122,506         
|                          |                    |                 
|Net income/(loss)         | $   268,764        | $       6,347   















See Notes to Financial Statements.



GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

Statements of Changes in Partners' Deficit

(Unaudited)

Six Months Ended June 30, 2002 and 2001



|                            |              |             | Special       |             
|--------------------------- | ------------ | ----------- | ------------- | ------------
|                            | Total        | General     | Limited       | Limited     
|Balances at January 1, 2001 | $(4,191,757) | $  (54,730) | $    (95,813) | $(4,041,214)
|                            |              |             |               |             
|Net loss for six months     |              |             |               |             
|ended June 30, 2001         | (121,907)    | (1,341)     | (2,316)       | (118,250)   
|                            |              |             |               |             
|                            |              |             |               |             
|Balances at June 30, 2001   | $(4,313,664) | $  (56,071) | $    (98,129) | $(4,159,464)
|                            |              |             |               |             
|                            |              |             |               |             
|                            |              |             |               |             
|                            |              |             |               |             
|Balances at January 1, 2002 | $(4,521,726) | $  (58,360) | $  (102,082)  | $(4,361,284)
|                            |              |             |               |             
|Net income for six months   |              |             |               |             
|ended June 30, 2002         | 158,510      | 1,744       | 3,012         | 153,754     
|                            |              |             |               |             
|Balances at June 30, 2002   | $(4,363,216) | $  (56,616) | $    (99,070) | $(4,207,530)
|                            |              |             |               |             
|                            |              |             |               |             
|Number of ownership units   | 11,814       | 131         | 225           | 11,458      





















See Notes to Financial Statements.



GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

Statements of Cash Flows

(Unaudited)





|                                              | Six Months Ended
|--------------------------------------------- | ----------------
|                                              | June 30,        
|                                              | 2002            
|Cash Flows From Operating Activities:         |                 
|Net income/(loss)                             | $ 158,510       
|Adjustments to reconcile net loss             |                 
|to net cash from operating activities:        |                 
|Equity in income of Project Partnership       | -               
|Distributions from zero basis                 |                 
|Project Partnerships                          | (399,314)       
|Changes in assets and liabilities:            |                 
|Advances to Project Partnerships              | (2,004)         
|Accounts payable                              | (28,600)        
|Escrow deposit                                | (10,000)        
|Payable to affiliates                         | 62,349          
|Accrued interest on note payable              | (162,940)       
|                                              |                 
|Net Cash From Operating Activities            | (381,999)       
|                                              |                 
|Cash Flows From Investing Activities -        |                 
|Distributions from all Project Partnerships   | 399,314         
|                                              |                 
|Cash Flows From Financing Activities -        |                 
|Payment on Note Payable                       | (16,359)        
|                                              |                 
|Increase in Cash                              | 956             
|                                              |                 
|Cash and Cash Equivalents Beginning of Period | 76,545          
|                                              |                 
|Cash and Cash Equivalents End of Period       | $   77,501      
|                                              |                 
|Additional cash flow information:             |                 
|Interest payments                             | $ 318,529       









See Notes to Financial Statements.



GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2002 and 2001

(Unaudited)



Note A          Summary of Significant Accounting Policies



Partnership Organization



Gulledge Realty Investors II, L.P. (the Registrant) is a limited partnership organized in December 1983 under the laws of the Commonwealth of Virginia for the purpose of acquiring limited partner interests in real estate limited partnerships ("Project Partnerships").  These Project Partnerships include Colony Place Associates, Ltd. ("Colony"), Country Oaks Apartments Limited Partnership, Hawthorn Housing Limited Partnership ("Hawthorn"), Olympic Housing Limited Partnership ("Olympic"), Pine West Ltd., and Rancho Vista Associates.  The Project Partnerships previously included Florence Housing Associates ("Florence") and Greentree Housing Limited Partnership, which assets were sold in 2000 and 1999, respectively.  Each of the Project Partnerships is an operating real estate project which receives mortgage interest subsidies and/or rental assistance from the United States Department of Housing and Urban Development (HUD) or Farmer's Home Administration.  The Registrant commenced operations in March 1984.



The financial statements include only those assets, liabilities, and results of operations which relate to the business of the Registrant and do not include any assets, liabilities, or operating results attributable to the partners' individual activities.  These financial statements should be read in conjunction with the Registrant's annual report on Form 10-K for the year ended December 31, 2001.  All adjustments, which in the opinion of management, are necessary for a fair presentation of the results of operations for the interim period have been reflected.  All such adjustments consist of normal recurring accruals, unless otherwise disclosed in these interim financial statements.  The results of operations, for the six months ended June 30, 2002, are not necessarily indicative of the results for the year ending December 31, 2002.  Where appropriate, prior year's financial information has been reclassified to conform with the current year presentation.



Comprehensive losses for the six month periods ended June 30, 2002 and 2001 were equal to the Registrant's net losses.



Cash and Cash Equivalents



Cash equivalents consist of interest bearing money market account balances.





GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2002 and 2001

(Unaudited)

(Continued)



Investments in Project Partnerships



The investments in Project Partnerships are accounted for using the equity method of accounting.  Under the equity method, investments are reflected at cost, adjusted for the Registrant's share of the Project Partnerships' income or loss.  The Registrant is under no obligation to contribute additional capital, or to lend monies necessary to fund cash flow deficiencies of the Project Partnerships, because the Registrant is a limited partner in such partnerships.  The investment account will not be reduced below zero because the Partnership is not liable for Project Partnership losses in excess of such investment.  Losses in subsequent years will be maintained separately for tax purposes.  These losses are available to be applied toward any possible future income from these partnerships.  Any distributions received from the Project Partnerships, subsequent to reducing the investment account to zero, will be recognized as income in the year received.



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 significantly from those estimated.



Income Taxes



No provision has been made for current or deferred income taxes since they are the responsibility of each partner.  Profits (or gains) and losses of the Registrant are allocated to the partners in accordance with the partnership agreement.



Segment Reporting



The Partnership's principal line of business is investing in Project Partnerships that own and operate Projects that are financed and/or operated under federal or state housing assistance programs.  Management believes that the Partnership operates in one business segment.





GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2002 and 2001

(Unaudited)

(Continued)



Derivative Instruments and Hedging Activities



Effective January 1, 2001, the Partnership adopted Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities,as amended by SFAS No. 137 and 138.  This adoption did not have an impact on the Partnership's financial statements.



Reclassifications



Where appropriate, prior years' financial information has been reclassified to conform with the current year presentation.



Note B          Note Payable and Accrued Interest Payable



Hawthorn refinanced its mortgage during 1997.  Proceeds from the refinancing were used to make a partial payment on the promissory note which had come due December 31, 1996.  The remaining balance of the promissory note was renegotiated.  The mortgage was refinanced under HUD regulations which limit the amount of debt that can be collateralized by a Project Partnership.  Accordingly, HUD would not approve the mortgage refinance unless the promissory note was no longer a liability of the Project Partnership.  Therefore, the general partner of the Registrant (the "General Partner") and the noteholder agreed to have the promissory note assumed by the Registrant.  The promissory note is now collateralized by the partners' interests in Hawthorn.  Principal and interest due on the promissory note are only payable from surplus cash received by the Registrant from Hawthorn.  Hawthorn is the major source of distribution income for the Registrant.



Under the terms of the promissory note, the Registrant pays an annual consulting fee of $19,000 to the General Partner and $25,000 to the noteholder.  The consulting fees are only payable out of distributions from Hawthorn.  The Registrant is not required to make any payments from surplus cash it receives from any other Project Partnerships.



The promissory note plus accrued interest totaled $3,547,544 at June 30, 2002, and bore simple interest at a rate of 9%.  On June 30, 2002, the promissory note expired and the interest rate increased to 11%.  The note is currently in default.  The noteholder has not notified the Registrant of a demand for payment.  Hawthorn may revert to its noteholder at any time.  Hawthorn is under contract to a third-party purchaser subject to a due diligence review and regulatory approval.





GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2002 and 2001

(Unaudited)

(Continued)



None of the Project Partnerships are experiencing significant cash flow deficiencies after adding back non-cash items such as depreciation, amortization and accrued interest on promissory notes not currently payable to the operating losses of the Project Partnerships.



GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

MANAGEMENT'S FINANCIAL DISCUSSION

For the Six Months Ended June 30, 2002 and 2001





The Registrant is a limited partnership formed to acquire limited partner interests in real estate limited partnerships (Project Partnerships).  Part of the original objective of the Registrant was to generate tax losses for investors.  However, due to changes in the tax regulations, the use of these losses has been restricted for most investors.  The Registrant is attempting to sell its assets and liquidate.  The Registrant's investments in the Project Partnerships are recorded using the equity method of accounting (see Note A to Financial Statements).



The primary reasons for the increase in net income for the six months ended June 30, 2002 compared to the net loss for the six months ended June 30, 2001 were due to an increase in distributions, a decrease in equity in income of Project Partnerships and an increase in miscellaneous income.



The increase in distributions in 2002 as compared to 2001 was mainly the result of the accounting treatment of distributions from limited liability partnerships under the equity method (see Note A to the Financial Statements).  In 2002, the Registrant received $399,314 of distributions from Hawthorn, which was recognized as distribution income because the Registrant's investment balance in Hawthorn was zero.  In 2001, the Registrant received $373,481 of distributions from Hawthorn.  The distribution reduced the Registrant's $286,570 investment in Hawthorn to zero and the remaining $86,911 was recognized as distribution income.



The decrease in equity in income from Hawthorn was also due to the accounting treatment of investments in limited liability partnerships under the equity method.  In 2002, the Registrant did not recognize equity in income from Hawthorn, because the investment balance was zero.  In 2001, the beginning investment balance in Hawthorn was above zero, and $32,323 was recognized as equity in income prior to the receipt of a distribution, which reduced the investment balance to zero as explained above.



The increase in miscellaneous income was due to the Registrant recognizing income of $10,000 from a deposit received under the terms of a contract for the sale of Colony.  The prospective buyer exercised its right under the sales contract to terminate the sale, resulting in the deposit reverting to the Registrant.



The increase in operating expenses in 2002 as compared to 2001 was the result of an increase in state taxes being paid on behalf of several of the Project Partnerships.



The Registrant is liable for a promissory note that bears simple interest at a rate of 9%.  Principal and interest payable totaled $3,547,544 at June 30, 2002.  Principal and interest can only be paid





GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

MANAGEMENT'S FINANCIAL DISCUSSION

For the Six Months Ended June 30, 2002 and 2001

(continued)





from distributions received from Hawthorn.  The Registrant is not required to use distributions from any other Project Partnership to make payments on this promissory note.  This promissory note is currently in default and as a result, Hawthorn may revert to the noteholder (see Note B to Financial Statements).



The Registrant's ownership interest in two other Project Partnerships (Colony and Olympic) is pledged as collateral in connection with promissory notes issued by the respective Project Partnerships.  The Colony promissory note was due June 30, 1997 and had been extended to November 30, 1999, while the General Partner attempted to locate a buyer.  A buyer was not located before November 30, 1999.  This note is currently in default.  Therefore, the Colony noteholder may demand payment and Colony may revert to its noteholder.  The Olympic promissory note expired December 31, 2000.  This note is currently in default.  The Olympic noteholder has notified Olympic of its demand for payment.  Therefore, Olympic may revert to its noteholder at any time.  Olympic is under contract to a third-party purchaser subject to a due diligence review and regulatory approval.









GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

For the Six Months Ended June 30, 2002 and 2001

PART II OTHER INFORMATION







|Item 6: | Exhibits and Reports on Form 8-K                                               
|------- | -------------------------------------------------------------------------------
|        |                                                                                
|        | (a)    The Exhibit listed on the accompanying Exhibit Index is filed as part of
|        | this report.                                                                   
|        |                                                                                
|        | (b)    Reports on Form 8-K - There were no reports filed on Form 8-K for the   
|        | quarter ended June 30, 2002.                                                   







GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

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.





|                       | GULLEDGE REALTY INVESTORS II, L.P.
|---------------------- | ----------------------------------
|                       |                                   
|                       | By:     GULL-AGE Properties, Inc. 
|                       | Managing General Partner          
|                       |                                   
|                       |                                   
|                       |                                   
|                       |                                   
|Date:  August 16, 2002 | By:     /s/ Douglas L. Kelly      
|                       | Douglas L. Kelly                  
|                       | President, Secretary, Treasurer,  
|                       | and Director                      





GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)





EXHIBIT INDEX



Exhibit Number	Description of Exhibit

99.1			Certification of  President, Secretary, Treasurer and Director