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 March 31, 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)


                                      March 31,        December 31,
       ASSETS                            1997              1996


Cash                                  $  417,397        $  366,271

Advances to Project Partnerships          54,958            62,158

Intangible assets,
  net of accumulated amortization         19,941            21,473


       Total Assets                   $  492,296        $  449,902




LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Accounts payable                      $   17,500        $   14,000

Payable to affiliates                  1,173,458         1,144,783

Capital contributions payable             50,000            50,000

       Total Liabilities               1,240,958         1,208,783

Partners' Capital (Deficit)            (748,662)         (758,881)

       Total Liabilities and
         Partners' Capital (Deficit)  $  492,296        $  449,902




See notes to financial statements.





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

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                           Three Months Ended
                                March 31,
                            1997        1996
Revenue:

  Interest income      $   4,014   $    4,305

  Distributions           39,913        2,700
                          43,927        7,005

Expenses:

  Asset management fee    28,645       28,644

  Professional fees        3,500        3,500

  Amortization             1,532        1,532

  Operating expenses          31           72

                          33,708       33,748

Net income (loss)        $10,219     $(26,743)


See notes to financial statements.


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

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

                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                              Special
                                        Total      General    Limited     Limited

<S>                                  <C>          <C>        <C>        <C>
Balances at January 1, 1996          $(645,548)   $(15,692)  $(28,277)  $(601,579)

   Net loss for three months
     ended March 31, 1996              (26,743)      (294)       (508)    (25,941)


Balances at March 31, 1996           $(672,291)   $(15,986)  $(28,785)  $(627,520)





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

   Net income for three months
     ended March 31, 1997                10,219        112         194       9,913

Balances at March 31, 1997           $(748,662)   $(16,827)  $(30,236)  $(701,599)


Number of ownership units                11,814        131         225      11,458
</TABLE>




See notes to financial statements.

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

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                    Three Months Ended March 31,

                                                          1997        1996

Cash Flows From Operating Activities:
  Net income (loss)                                    $ 10,219   $ (26,743)
  Adjustments to reconcile net income (loss)
    to net cash provided by operating activities:
    Distributions from
      Project Partnerships                              (39,913)     (2,700)
    Amortization                                          1,532       1,532
  Change in assets and liabilities:
  Decrease in advances to Project Partnerships            7,200      17,117
    Increase in accounts payable                          3,500       3,500
    Increase in payable to affiliates                    28,675      28,718


Net Cash Provided By Operating Activities                11,213      21,424

Cash Flows From Investing Activities:
  Distributions from Project Partnerships                39,913       2,700

Increase In Cash                                         51,126      24,124

Cash Beginning of Period                                366,271     371,220

Cash End of Period                                     $417,397   $ 395,344



See notes to financial statements.


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

                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 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 three months ended March 31, 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 THREE MONTHS ENDED MARCH 31, 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 three months
ended March  31, 1997 and March 31, 1996 that altered the Project Partnerships'
ability to pay distributions to the Registrant.

The increase in Distribution income for the three months ended March 31, 1997,
compared to the three months ended March 31, 1996, is primarily due to a
distribution received from two Project Partnerships that did not pay a
distribution in the previous year and to a third Project Partnership that paid
its distribution earlier than 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 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.



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

                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996

                            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 March 31, 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:  May 13, 1997                       By:/s/Robert L. Proost
                                              Robert L. Proost
                                              President and Treasurer