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 September 30, 1996 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)


                                  September 30,     December 31,
       ASSETS                          1996              1995


Cash                                  $  389,580       $  371,220

Advances to Project Partnerships          61,766           50,033

Intangible assets,
  net of accumulated amortization         23,005           27,602


       Total Assets                   $  474,351       $  448,855




LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Accounts payable                      $   10,700       $   14,200

Payable to affiliates                  1,143,215        1,030,203

Capital contributions payable             50,000           50,000

       Total Liabilities               1,203,915        1,094,403

Partners' Capital (Deficit)             (729,564)        (645,548)

       Total Liabilities and
         Partners' Capital (Deficit)  $  474,351       $  448,855




See notes to financial statements.


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

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                              Three Months Ended   Nine Months Ended
                                September 30,          September 30,
                               1996        1995     1996        1995
Revenue:

  Interest income            $  4,746   $  5,443  $ 13,791    $ 14,065

  Distributions                                     26,763      59,955

  Miscellaneous revenue                                          4,274
                                4,746      5,443    40,554      78,294

Expenses:

  Asset management fee         28,644     28,644    85,932      85,932

  Professional fees            17,526      3,500    24,526      10,500

  Amortization                  1,532      1,532     4,597       4,597

  Operating expenses            9,018         51     9,515         412

                               56,720     33,727   124,570     101,441

Net loss                     $(51,974   $(28,284) $(84,016)   $(23,147)


See notes to financial statements.


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

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

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995



                                                           Special
                                      Total     General    Limited      Limited


Balances at January 1, 1995        $(596,534)  $(15,153)  $(27,346)   $(554,035)

  Net loss for nine months
    ended September 30, 1995         (23,147)      (255)      (440)     (22,452)


Balances at September 30, 1995     $(619,681)  $(15,408)  $(27,786)   $(576,487)



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

   Net loss for nine months
    ended September 30, 1996         (84,016)      (924)    (1,596)     (81,496)

Balances at September 30, 1996     $(729,564)  $(16,616)  $(29,873)   $(683,075)


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)
<TABLE>
<CAPTION>
                                                        Nine Months Ended September 30,

                                                               1996        1995

<S>                                                         <C>         <C>
Cash Flows From Operating Activities:
     Net loss                                               $(84,016)   $(23,147)
     Adjustments to reconcile net loss
       to net cash used in operating activities:
          Distributions from
            Project Partnerships                             (26,763)    (59,955)
          Amortization                                         4,597       4,597
     Change in assets and liabilities:
          Increase in advances to Project Partnerships       (11,733)    (25,457)
          Decrease in accounts payable                        (3,500)     (8,200)
          Increase in payable to affiliates                  113,012      87,642


Net Cash Used In Operating Activities                         (8,403)    (24,520)

Cash Flows From Investing Activities:
     Distributions from Project Partnerships                  26,763      59,955

Increase In Cash                                              18,360      35,435

Cash Beginning of Period                                     371,220     352,192

Cash End of Period                                          $389,580    $387,627
</TABLE>


See notes to financial statements.


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

                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                   (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
Camelot Housing Limited Partnership, 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, 1995.  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 nine months ended September 30, 1996, are not necessarily
indicative of the results for the year ending December 31, 1996.

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 THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995


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 income 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 month
periods or nine month periods ended September 30, 1996, and September 30, 1995,
that altered the Project Partnerships' ability to pay distributions to the
Registrant.  Distribution income decreased in the current nine month period as
compared to the nine month period in the prior year primarily due to a decrease
in distributions received from one Project Partnership that made a large
interest payment to its secondary noteholder in the current year.  For the three
month and nine month periods ended September 30, 1996, compared to the same
periods in the prior year, Professional fees increased primarily due to legal
expenses regarding the refinancing of promissory notes and Operating expenses
increased primarily due to the printing and mailing of investor ballots.

The Registrant's ownership interest in six of the Project Partnerships (Camelot
Housing, 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 notes on three of the Project
Partnerships came due on December 31, 1995: Colony Place, Florence Housing and
Olympic Housing.  Colony Place's note was extended for one year and a sale of
the project is being pursued under the Low Income Housing Preservation and
Resident Homeownership Act ("LIHPRHA").  Sale proceeds would then be used to pay
the noteholder.  LIHPRHA is a program administered by the Department of Housing
and Urban Development ("HUD").

Florence Housing's note was extended for one year while a longer-term extension
is being negotiated.  Olympic Housing's note is still in the process of
finalizing an initial extension with further extension to December 31, 2000.
All of these negotiations are subject to the approval of the limited partners of
the Registrant.  The limited partners granted their approval of these
negotiations as of October 31, 1996.

The Registrant could lose its ownership interest in the Project partnerships if
it is unsuccessful in refinancing these notes.  Though the Registrant's
investment in these Project Partnerships is zero, the impact on future
operations could be significant as distributions from Project Partnerships is
the primary source of revenue for the Registrant.

As previously reported, Camelot Housing defaulted on its mortgage in June, 1995.
The mortgage was assigned to HUD and HUD initiated foreclosure proceedings.  In
July, 1996, HUD sold the project in satisfaction of the mortgage.  The affect on
the Registrant's financial statements is negligible because the investment in
Camelot Housing was reduced to zero several years ago and Camelot Housing was
not expected to pay distributions in the foreseeable future.  Any tax gain
caused by the foreclosure sale of Camelot Housing should be offset by losses
from other Project Partnerships and suspended losses from prior years.


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


                            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 September 30, 1996.



                                      
                                   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:  November 13, 1996                  By: /s/
                                              David Mesker
                                              President and Treasurer