UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                             _______________________

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 1997 Commission file number 2-89185


                       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) 955-3006




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)


                                      INDEX


PART I.   FINANCIAL INFORMATION:
          Balance Sheets
          Statements of Operations
          Statements of Changes in Partners' Capital
          Statements of Cash Flows
          Notes to Financial Statements
          Management's Financial Discussion

PART II.  OTHER INFORMATION

          SIGNATURES

                       GULLEDGE REALTY INVESTORS II, L.P.
                             (A LIMITED PARTNERSHIP)

                                 BALANCE SHEETS
                                   (UNAUDITED)


                                       June 30,      December 31,
       ASSETS                            1997              1996


Cash                                $  442,297       $  366,271

Advances to Project Partnerships        54,097           62,158

Intangible assets,
  net of accumulated amortization       18,409           21,473


       Total Assets                 $  514,802       $  449,902




LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Accounts payable                    $   21,000       $   14,000

Payable to affiliates                1,208,218        1,144,783

Capital contributions payable           50,000           50,000

       Total Liabilities             1,279,218        1,208,783

Partners' Capital (Deficit)           (764,416)        (758,881)

       Total Liab. and Partners'
         Capital (Deficit)          $  514,802       $  449,902




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,
                            1997       1996        1997      1996
Revenue:

  Interest income     $   5,251    $ 4,740    $ 9,265    $   9,045

  Distributions          12,851     24,063     52,764       26,763
                         18,102     28,803     62,029       35,808

Expenses:

  Asset management fee   28,645     28,644     57,290       57,288

  Professional fees       3,500      3,500      7,000        7,000

  Amortization            1,532      1,533      3,065        3,065

  Operating expenses        180        425        210          497

                         33,857     34,102     67,564       67,850

Net loss              $(15,755)    $(5,329)   $(5,535)    $(32,042)


See notes to financial statements.


                                        
                       GULLEDGE REALTY INVESTORS II, L.P.
                             (A LIMITED PARTNERSHIP)

              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                   (UNAUDITED)

                     SIX MONTHS ENDED JUNE 30, 1997 AND 1996



                                                          Special
                                  Total        General    Limited    Limited


Balances at January 1, 1996    $(645,548)     $(15,692)  $(28,883)  $(601,579)

   Net loss for three months
     ended June 30, 1996         (32,042)         (352)      (609)    (31,081)


Balances at June 30, 1996      $(677,590)     $(16,044)  $(28,886)  $(632,660)



Balances at January 1, 1997    $(758,881)     $(16,939)  $(30,430)  $(711,512)

   Net loss for six months
     ended June 30, 1997          (5,535)          (61)      (105)     (5,369)

Balances at June 30, 1997      $(764,416)     $(17,000)  $(30,535)  $(716,881)


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,

                                               1997            1996

Cash Flows From Operating Activities:
  Net loss                                 $ (5,535)        $(32,042)
  Adjustments to reconcile net loss
    to net cash provided by (used in)
      operating activities:
    Distributions from
      Project Partnerships                  (52,764)         (26,763)
    Amortization                              3,065            3,065
  Change in assets and liabilities:
    Decrease in advances to
      Project Partnerships                    8,061           13,942
    Increase (decrease) in accounts payable   7,000           (7,000)
    Increase in payable to affiliates        63,435           57,318


Net Cash Provided By Operating Activities    23,262            8,520

Cash Flows From Investing Activities:
  Distributions from Project Partnerships    52,764           26,763

Increase In Cash                             76,026           35,283

Cash Beginning of Period                    366,271          371,220

Cash End of Period                         $442,297         $406,503



See notes to financial statements.



                                        
                       GULLEDGE REALTY INVESTORS II, L.P.
                             (A LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS
                     SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (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 are known as
Colony Place Associates, Ltd., Country Oaks Apartments Limited Partnership,
Florence Housing Limited Partnership, Greentree Housing Limited Partnership,
Hawthorn Housing Limited Partnership, Olympic Housing Limited Partnership, Pine
West Ltd., and Rancho Vista Associates.  Each of the Project Partnerships owns
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 for the year ended December 31, 1996.  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, 1997, are not necessarily
indicative of the results for the year ending December 31, 1997.

Investment in Project Partnerships

The investment in Project Partnerships is 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
and distributions, if any.  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.  As a result, the investment account was not reduced below zero.
As of December 31, 1992, all nine of the Project Partnership investment accounts
had reached zero. 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 from the Project
Partnerships will be recognized as income in the year received.

Income Taxes

No provision has been made for income taxes as 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.


                       GULLEDGE REALTY INVESTORS II, L.P.
                             (A LIMITED PARTNERSHIP)

                        MANAGEMENT'S FINANCIAL DISCUSSION
                 FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996


The Registrant's investments in the Project Partnerships are recorded using the
equity method of accounting (see Note A).  Due to all nine investments having
reached zero by the year ended December 31, 1992, additional losses will not be
reported for financial reporting purposes, consequently no fluctuations will
occur in future financial statements from recognizing equity in the losses of
Project Partnerships.  However, losses in subsequent years will continue to be
maintained separately for tax reporting purposes.  The major source of future
revenue to the Registrant will be distribution income received from the Project
Partnerships.  The Project Partnerships' ability to pay distributions is
dependent upon the operating results and cash flow of each project.  Other than
that described below, no significant events occurred during the six months ended
June 30, 1997 and June 30, 1996 that altered the Project Partnerships' ability
to pay distributions to the Registrant.

The decrease in Distribution income for the three months ended June 30, 1997,
compared to the three months ended June 30, 1996, is primarily due to a
distribution received from one Project Partnership that paid its distribution in
the first quarter of the current year compared to the second quarter of the
previous year.

The increase in Distribution income for the six months ended June 30, 1997,
compared to the six months ended June 30, 1996, is primarily due to
distributions received in the current year from two Project Partnerships that
did not pay distributions in the previous year.

The Registrant's ownership interest in five of the Project Partnerships (Colony
Place, Florence Housing, Greentree Housing, Hawthorn Housing and Olympic
Housing) is pledged as collateral in connection with promissory notes issued by
the Project Partnerships.  The promissory notes are due June 30, 1997,
December 31, 1997, December 31, 1999, December 31, 1996, and December 31, 2000,
respectively.

The General Partner is negotiating an extension of Colony Place's promissory
note, which matured on June 30, 1997, while pursuing a possible sale of the
project.

The General Partner is negotiating an extension of Hawthorn Housing's promissory
note, which came due on December 31, 1996, and attempting to refinance the first
mortgage.  Proceeds from the refinancing would be used to make a partial payment
to the noteholder.  The remaining balance of the promissory note would be
renegotiated with a new maturity date.

If the General Partner is unsuccessful in renegotiating the promissory notes,
the Registrant could lose its ownership interest in the Project Partnerships.
Though the Registrant's investment in Project Partnerships is zero, the impact
on future operations could be significant as distributions from Project
Partnerships is the primary source of revenue to the Registrant.



                            PART II OTHER INFORMATION


Item 6:  Exhibits and Reports on Form 8-K

         (b)  Reports on Form 8-K - There were no reports filed on Form 8-K for
              the quarter ended June 30, 1997.




                                   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 13, 1997                    By:/s/Robert L. Proost
                                              Robert L. Proost
                                              President and Treasurer