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, 2004 | 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) 955-4188





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( )

Indicate by check mark whether the registrant is an accelerated
  filer (as defined in Rule 12b-2 of the Act). Yes( ) No(X)





GULLEDGE REALTY INVESTORS II, L.P.

(A Limited Partnership)

INDEX



|         |                                                                              | PAGE 
|-------- | ---------------------------------------------------------------------------- | -----
|PART I.  | FINANCIAL INFORMATION                                                        |      
|         |                                                                              |      
|         | Item 1. Financial Statements                                                 |      
|         |                                                                              |      
|         | Balance
          Sheets                                                     | 1    
|         |                                                                              |      
|         | Statements
          of Operations                                           | 2    
|         |                                                                              |      
|         | Statements
          of Changes in Partners' Deficit                         | 3    
|         |                                                                              |      
|         | Statements
          of Cash Flows                                           | 4    
|         |                                                                              |      
|         | Notes
          to Financial Statements                                      | 5-9  
|         |                                                                              |      
|         | Item 2. Management's Financial Discussion                                    | 10-11
|         |                                                                              |      
|         | Item 3. Quantitative and Qualitative Disclosures
          About Market Risk | 11   
|         |                                                                              |      
|         | Item 4. Disclosure Controls and Procedures                                   | 11   
|         |                                                                              |      
|PART II. | OTHER INFORMATION                                                            |      
|         |                                                                              |      
|         | Item 6. Exhibits and Reports on Form 8-K                                     | 12   
|         |                                                                              |      
|         | SIGNATURES                                                                   | 13   
|         |                                                                              |      
|         |                                                                              |      





GULLEDGE REALTY INVESTORS II, L.P.
  (A Limited Partnership)
  Balance Sheets

(Unaudited)



|ASSETS                            | March 31,
      2004 | December 31,
      2003
|--------------------------------- | -------------------- | -----------------------
|                                  |                      |                        
|Cash and cash equivalents         | $  194,696           | $     57,640           
|                                  |                      |                        
|Advances to Project Partnerships  | -                    | 7,539                  
|                                  |                      |                        
|Proceeds Receivable               | 100,000              | -                      
|                                  |                      |                        
|Total
        Assets              | **$  294,696**       | **$     65,179**       
|                                  |                      |                        
|                                  |                      |                        
|                                  |                      |                        
|LIABILITIES AND PARTNERS' DEFICIT |                      |                        
|                                  |                      |                        
|Accounts payable                  | $    86,456          | $     40,000           
|                                  |                      |                        
|Payable to General Partner        | 1,053,255            | 997,040                
|                                  |                      |                        
|Note payable and accrued          |                      |                        
|interest payable (Note B)         | 63,317               | 3,940,854              
|                                  |                      |                        
|Total
        Liabilities         | 1,203,028            | 4,977,894              
|                                  |                      |                        
|Partners' Deficit                 | (908,332)            | (4,912,715)            
|                                  |                      |                        
|Total
        Liabilities and     |                      |                        
|Partners'
        Deficit         | **$  294,696**       | **$    65,179**        





See Notes to Financial Statements.





GULLEDGE REALTY INVESTORS II, L.P.
  (A Limited Partnership)
  Statements of Operations

(Unaudited)

|                                                           | Three Months Ended  
|---------------------------------------------------------- | --------------------
|                                                           | March 31,           
|                                                           | 2004                
|Revenue:                                                   |                     
|                                                           |                     
|Interest income                                            | $               56  
|                                                           |                     
|Distributions
        from zero-basis Project Partnerships | 107,317             
|                                                           |                     
|Gain on Sale
        of Project Partnerships               | 3,401,551           
|                                                           |                     
|Gain on Debt Forgiveness                                   | 600,088             
|                                                           |                     
|                                                           |                     
|                                                           | 4,109,012           
|Expenses:                                                  |                     
|                                                           |                     
|Asset management
        fee                               | 28,645              
|                                                           |                     
|Professional
        fees                                  | 3,750               
|                                                           |                     
|Consulting
        fees                                    | -                   
|                                                           |                     
|Operating expenses                                         | 48,132              
|                                                           |                     
|Interest expense
        (Note B)                          | 24,102              
|                                                           |                     
|                                                           | 104,629             
|                                                           |                     
|Net income                                                 | **$   4,004,383**   
|                                                           |                     
|                                                           |                     
|Net income per partnership unit                            | **$            339**
|                                                           |                     
|Number of total units outstanding                          | **11,814**          







See Notes to Financial Statements.





GULLEDGE REALTY INVESTORS II, L.P.
  (A Limited Partnership)
  Statements of Changes in Partners' Deficit
  (Unaudited)

Three Months Ended March 31, 2004 and 2003



|                            | Total                  | General       | SpecialLimited      | Limited           
|--------------------------- | ---------------------- | ------------- | ------------------- | ------------------
|Balances at January 1, 2003 | $(4,642,211)           | $(59,686)     | $(104,371)          | $(4,478,154)      
|                            |                        |               |                     |                   
|Net income for three months |                        |               |                     |                   
|ended March 31, 2003        | 100,004                | 1,100         | 1,900               | 97,004            
|                            |                        |               |                     |                   
|                            |                        |               |                     |                   
|Balances at March 31, 2003  | **$(4,542,207****)**   | **$(58,586)** | **$(102,471)**      | **$(4,381,150)**  
|                            |                        |               |                     |                   
|                            |                        |               |                     |                   
|                            |                        |               |                     |                   
|Balances at January 1, 2004 | $(4,912,715)           | $(62,661)     | $(109,511)          | $(4,740,543)      
|                            |                        |               |                     |                   
|Net income for three months |                        |               |                     |                   
|ended March 31, 2004        | 4,004,383              | 44,048        | 76,083              | 3,884,252         
|                            |                        |               |                     |                   
|Balances at March 31, 2004  | **$    (908,332)****** | **$(18,613)** | **$  (33,428****)** | **$    (856,291)**
|                            |                        |               |                     |                   
|                            |                        |               |                     |                   
|                            |                        |               |                     |                   







See Notes to Financial Statements.







GULLEDGE REALTY INVESTORS II, L.P.
  (A Limited Partnership)
  Statements of Cash Flows
  (Unaudited)



|                                                           | Three Months Ended
|---------------------------------------------------------- | ------------------
|                                                           | March
      31,   
|                                                           | 2004              
|Cash Flows From Operating Activities:                      |                   
|Net income                                                 | $  4,004,383      
|Adjustments
        to reconcile net loss                  |                   
|to
        net cash from operating activities:             |                   
|Distributions
        from zero-basis Project Partnerships | (107,317)         
|Gain
        from sale of Project Partnerships             | (3,401,551)       
|Gain
        from debt forgiveness                         | (600,088)         
|Change
        in assets and liabilities:                  |                   
|Advances
        to Project Partnerships                   | 7,539             
|Accounts
        payable                                   | 46,456            
|Payable
        to general partner                         | 56,215            
|Accrued
        interest on note payable                   | 24,102            
|                                                           |                   
|Net Cash From Operating Activities                         | 29,739            
|                                                           |                   
|Cash Flows from Investing Activities-                      |                   
|Proceeds
        from sale of Project Partnerships         | 3,301,551         
|Distributions
        from Project Partnerships            | 107,317           
|                                                           | 3,408,868         
|                                                           |                   
|Cash Flows from Financing Activities-                      |                   
|Payment
        on Note and Interest Payable               | (3,301,551)       
|                                                           |                   
|Net Change in Cash and Cash Equivalents                    | 137,056           
|                                                           |                   
|Cash and Cash Equivalents Beginning of Period              | 57,640            
|                                                           |                   
|Cash and Cash Equivalents End of Period                    | **$   194,696**   
|                                                           |                   
|                                                           |                   
|Additional Cash Flow Information:                          |                   
|Interest
      Payments                                    | $               - 











See Notes to Financial Statements.







GULLEDGE REALTY INVESTORS II, L.P.
  (A Limited Partnership)
  NOTES TO FINANCIAL STATEMENTS

Three Months Ended March 31, 2004 and 2003

(Unaudited)



Note A                  Summary
  of Significant Accounting Policies



Partnership Organization



Gulledge Realty Investors II (the "Partnership")
  is a limited partnership organized on December 1, 1983 under the laws of
  the Commonwealth of Virginia for the purpose of acquiring limited partner interests
  in real estate limited partnerships ("Project Partnerships"). At March
  31, 2004, the sole remaining Project Partnership is Colony Place Associates,
  Ltd. ("Colony"). The Project Partnerships previously included Hawthorn
  Housing Limited Partnership ("Hawthorn") which was sold in January
  2004, Olympic Housing Limited Partnership ("Olympic") which was sold
  in April 2003 and Country Oaks Apartments Limited Partnership ("Country
  Oaks") which limited partner interests were sold in December 2003. Colony
  is an operating real estate project which receives a mortgage interest subsidy
  and/or rental assistance from the United States Department of Housing and Urban
  Development (HUD). The Partnership commenced operations in March 1984. GULL-AGE
  Properties, Inc. ("GAP") is the General Partner of the Partnership.
  GAP is an indirectly owned subsidiary of A.G. Edwards, Inc.

The Partnership owns 100% of the limited partner interest in
  Colony, which represents 99.0% of the total ownership interests in Colony. GULL-AGE
  Realty Advisors, Inc., ("GARA") an entity related to GAP, is the General
  Partner of Colony. GARA owns or controls through its agency agreement .10% of
  Colony. The remaining partnership interests of Colony are owned by unrelated
  individuals or entities.

In January 2004, the Partnership completed the sale of Hawthorn
  (See Note B). After the sale of Hawthorn, the Partnership’s sole remaining
  project partnership is Colony. In 2003, the Partnership entered into an agreement
  with a third-party purchaser to sell the limited partner interests in Colony.
  The ability to sell the Partnership’s limited partner interests in Colony,
  i.e., the Project Partnership, is limited by the overall market conditions in
  the geographic area where the Project operates and, potentially, the ability
  of the Project to qualify for Low Income Housing Tax Credits and regulatory
  approval from HUD. The Partnership’s limited partner interest in Colony
  is pledged as collateral in connection with a promissory note issued by Colony
  (See Note B). Therefore, the Partnership must also consider the outstanding
  balance of the note and negotiate a reduced payoff on the note as part of the
  sale.

Due to the sales of Hawthorn and Country Oaks, the Partnership
  will no longer have a reliable source of operating cash, as Colony, its sole
  remaining project partnership, has not made a significant distribution to the
  Partnership since its purchase. Additionally, the sale of Colony, if completed,
  is not expected to provide any proceeds to the Partnership. Also, as a result
  of the sale of Hawthorn, the Partnership will have no future obligations under
  the note payable agreement including interest payments and annual consulting
  fees of $19,000 to GAP and $25,000 to the noteholder. Given the aforementioned
  sales and the pending sale of Colony, the Partnership will have limited operations
  going forward. Accordingly, the Partnership will not have sufficient cash to
  pay the liability to the General Partner, of approximately $1,053,000. To the
  extent existing cash balances are not sufficient, the Partnership will be unable
  to pay the liability to the General Partner and the partners will realize ordinary
  income to the extent of debt forgiveness. When the Partnership receives regulatory
  approval from HUD for its sale of Colony and the sale closes, the Partnership
  will dissolve. Since the ultimate dissolution is subject to the final sale of
  Colony, which is contingent upon HUD approval, no adjustments have been made
  to the accompanying financial statements to reflect the potential impact of
  liquidation.



Cash and Cash Equivalents



The Partnership considers interest bearing money market account balances to be cash equivalents.



Investment in Project Partnership



The investment in the Project Partnership is accounted for
  using the equity method of accounting. Under the equity method, investments
  are reflected at cost, adjusted for the Partnership's share of the Project Partnerships'
  income or loss. The Partnership is under no obligation to contribute additional
  capital, or to lend monies necessary to fund cash flow deficiencies of the Project
  Partnerships, because the Partnership is a limited partner in such partnerships.
  The investment account for a Project Partnership will not be reduced below zero
  because the Partnership is not liable for Project Partnership losses in excess
  of such investment. 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 Partnership 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 low-income housing Projects that are
  financed and/or operated under federal or state housing assistance programs.
  Management believes that the Partnership operates as one business segment.



Reclassifications



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



Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (“FASB”)
  issued Interpretation No. 46, “Consolidation of Variable Interest Entities”
  (“FIN 46”), an interpretation of Accounting Research Bulletin No.
  51, “Consolidated Financial Statements,” which requires the consolidation
  by a business enterprise of variable interest entities if the business enterprise
  is the primary beneficiary. FIN 46 was effective January 31, 2003, for the Partnership
  with respect to interests in variable interest entities obtained after that
  date. The Partnership did not acquire any variable interests after January 31,
  2003. With respect to interests in variable interest entities existing prior
  to February 1, 2003, the FASB issued FASB Interpretation No. 46 (revised December
  2003) ("FIN 46R"), which extends the effective date of FIN 46 to the
  interim period ending March 31, 2004. During the current quarter, the Partnership
  adopted FIN 46R for variable interests existing prior to February 1, 2003, and
  the adoption did not have an impact on the Partnership’s financial statements.



Note B                  Note
  Payable and Accrued Interest Payable



The promissory note was collateralized by the Partnership's
  interest in Hawthorn. Principal and interest were only payable from surplus
  cash received by the Partnership from Hawthorn. The Partnership was not required
  to make any payments from surplus cash it received from any other project. The
  promissory note plus accrued interest totaled $3,964,956 at January 23, 2004,
  and bore simple interest at a rate of 11%. The note bore simple interest at
  a rate of 9% until the note became due on June 30, 2002, at which time, the
  interest rate increased to 11%. Under the terms of the promissory note, the
  Partnership pays an annual consulting fee of $19,000 to GAP and $25,000 to the
  noteholder. The consulting fees are only payable out of distributions from Hawthorn.

In January 2004, the Partnership sold the assets of Hawthorn.
  The Partnership recognized a gain on the sale of $3,401,551. Under the terms
  of the sale, the purchaser assumed the primary mortgage and all of the operating
  liabilities of Hawthorn. Proceeds of $3,301,551 from the sale were used to make
  a partial payment on the principal portion of the note payable which was collateralized
  by the Partnership's limited partner interests in Hawthorn. The remaining proceeds,
  which were received April 15, 2004, of $100,000 will be used to meet future
  cash flow needs of the Partnership. The remaining balance of the note payable,
  including accrued interest to the date of the sale, of $600,088 was forgiven
  as part of the terms of a negotiated reduced payoff entered into prior to the
  sale, however a $63,317 interest payment remains to be paid out of the Hawthorn
  surplus cash.

The Partnership's ownership interest in another Project Partnership
  (Colony) is pledged as collateral in connection with a promissory note issued
  by Colony. 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 at any time. In 2003, the Partnership entered
  into an agreement, subject to HUD approval, with a third-party purchaser to
  sell the limited partner interest in Colony. Under the terms of the agreement,
  the purchaser will acquire all of the Project Partnership assets as well as
  assume all of the liabilities of Colony, including the primary mortgage and
  operating liabilities, except for the secondary note. At the time of the sale,
  $225,000 of proceeds will be used to make a negotiated reduced payoff on the
  secondary note, and approximately $10,000 will be used to pay expenses of the
  sale. At March 31, 2004, the promissory note balance was $980,807. The difference
  between the note balance and the negotiated reduced payoff will be treated as
  ordinary income for tax purposes.



******













GULLEDGE REALTY INVESTORS II, L.P.
  (A Limited Partnership)
  For the Three Months Ended March 31, 2004 and 2003PART I - FINANCIAL INFORMATION



Item 2. MANAGEMENT'S FINANCIAL DISCUSSION

Gulledge Realty Investors II, L.P. (the "Partnership")
  is a limited partnership formed to acquire limited partner interests in real
  estate limited partnerships (Project Partnerships). Part of the original objective
  of the Partnership was to generate tax losses for investors. However, due to
  changes in the tax regulations, there are some restrictions on the use of these
  losses. The Partnership is in the process of selling the remaining Project Partnership
  in order to liquidate its assets and dissolve. The Partnership's investments
  in the Project Partnership is recorded using the equity method of accounting
  (see Note A to Financial Statements).

Revenues were $4,109,012 for the three months ended March 31,
  2004 compared to $237,263 for the same period a year ago. Expenses decreased
  to $104,629 compared to $137,259 in 2003. The increase in revenue was primarily
  due to a gain on sale of Project Partnerships of $3,401,551 and a gain on debt
  forgiveness of $600,088 from the sale of Hawthorn. The decrease in expense was
  due to a decrease in interest expense on the note payable combined with a decrease
  in consulting fees as a result of the sale of Hawthorn and an offsetting increase
  in operating expenses related to state taxes for three Project Partnerships.

The Partnership was liable for a promissory note that bore
  simple interest at a rate of 11 percent and was collateralized by the Partnership's
  ownership interest in Hawthorn. Principal and interest payable totaled $3,964,956
  at January 23, 2004. A principal payment of $3,301,551 was made on the note
  from the Hawthorn sale proceeds. The remaining balance of the note payable,
  including accrued interest to the date of the sale, of $600,088 was forgiven
  as part of the terms of the negotiated reduced payoff entered into prior to
  the sale, however a $63,317 interest payment remains to be paid out of the Hawthorn
  surplus cash. Principal and interest were only payable from surplus cash received
  by the Partnership from Hawthorn. The Partnership was not required to use distributions
  from any other Project Partnership to make payments on this promissory note.

The Partnership's ownership interest in another Project Partnership
  (Colony) is pledged as collateral in connection with a promissory note issued
  by Colony.

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 for the project. 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. In 2003, the Partnership
  entered into an agreement, subject to HUD approval, with a third-party purchaser
  to sell the limited partner interest in Colony. Under the terms of the agreement,
  the purchaser will acquire all of the Project Partnership assets as well as
  assume all of the liabilities of Colony, including the primary mortgage and
  operating liabilities, except for the secondary note. At the time of the sale,
  $225,000 of proceeds will be used to make a negotiated reduced payoff on the
  secondary note, and approximately $10,000 will be used to pay expenses of the
  sale. At March 31, 2004, the promissory note balance was $980,807. The difference
  between the note balance and the negotiated reduced payoff will be treated as
  ordinary income for tax purposes.





GULLEDGE REALTY INVESTORS II, L.P.
  (A Limited Partnership)
  For the Three Months Ended March 31, 2004 and 2003



PART I-FINANCIAL INFORMATION





Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No material changes have occurred related to the Partnership's
  policies, procedures, controls or risk profile.

Item 4. DISCLOSURE CONTROLS AND PROCEDURES



The management of the General Partner including Mr. Douglas
  L. Kelly as President and Mr. Joseph G. Porter as Vice President have evaluated
  the Registrant's disclosure controls and procedures. Under rules promulgated
  by the SEC, disclosure controls and procedures are defined as those "controls
  or other procedures of an issuer that are designed to ensure that information
  required to be disclosed by the issuer in the reports filed or submitted by
  it under the Exchange Act is recorded, processed, summarized and reported, within
  the time periods specified in the Commission's rules and forms." Based on the
  evaluation of the Registrant's disclosure controls and procedures, it was determined
  that such controls and procedures were effective as of March 31, 2004.









GULLEDGE REALTY INVESTORS II, L.P.
  (A Limited Partnership)
  For the Three Months Ended March 31, 2004 and 2003



PART II-OTHER INFORMATION



Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

|(a) | 99 (i) President, Secretary, Treasurer
      and Director Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                          
|    | 99 (ii) Vice President and Assistant
      Treasurer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.       
|    |                                                                                                                                                                                          
|    | 99 (iii) President, Secretary, Treasurer
      and Director Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|    |                                                                                                                                                                                          
|    | 99 (iv) Vice President and Assistant
      Treasurer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.       
|    |                                                                                                                                                                                          
|(b) | Reports on Form 8-K - There were no reports filed on Form 8-K for
  the quarter ended March 31, 2004.                                                                                    





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
        14, 2004 | By:   /s/Douglas L. Kelly         
|                           | Douglas L. Kelly                  
|                           | President, Secretary,             
|                           | Treasurer and Director            

|
|
|
|