**EXHIBIT 99(iii)**

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

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ASDOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I, Douglas L. Kelly, certify that:

-  I have reviewed this quarterly report on Form 10-Q of Gulledge Realty Investors II, L.P.;    
- Based on my knowledge, this quarterly report does not contain any untrue statement  of a material fact or omit to state a material fact necessary to make the statements  made, in light of the circumstances under which such statements were made, not  misleading with respect to the period covered by this quarterly report;    
- Based on my knowledge, the financial statements, and other financial information  included in this quarterly report, fairly present in all material respects the  financial condition, results of operations and cash flows of the registrant  as of, and for, the periods presented in this quarterly report;    
- The registrant's other certifying officer and I are responsible for establishing    and maintaining disclosure controls and procedures (as defined in Exchange    Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:       - Designed such disclosure controls and procedures or caused such disclosure      controls and procedures to be designed under our supervision, to ensure      that material information relating to the registrant, including its consolidated      subsidiaries, is made known to us by others within those entities, particularly      during the period in which this quarterly report is being prepared;    
  - Evaluated the effectiveness of the registrant's disclosure controls and      procedures and presented in this quarterly report our conclusions about      the effectiveness of the disclosure controls and procedures, as of the end      of the period covered by this quarterly report based on such evaluation;      and    
  - Disclosed in this quarterly report any change in the registrant's internal      control over financial reporting that occurred during the registrant's most      recent fiscal quarter (the registrant's fourth fiscal quarter in the case      of an annual report) that has materially affected, or is reasonably likely      to materially affect, the registrant's internal control over financial reporting;      and 
- The registrant's other certifying officer and I have disclosed, based on  our most recent evaluation of internal control over financial reporting to the registrant's auditors and the audit committee  of registrant's board of directors (or persons performing the equivalent function):       - All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,	summarize and report financial information; and    
  - Any fraud, whether or not material, that involves management or other employees	who have a significant role in the registrant's internal control over financial reporting.              Date:  August 5, 2004  
/s/ Douglas L. Kelly
Douglas L. Kelly

President, Secretary, 
Treasurer and Director