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, 2000 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







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


                                      INDEX


                                                                 PAGE

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

PART II.  OTHER INFORMATION

          SIGNATURES


                                 BALANCE SHEETS
                                   (UNAUDITED)


                                   September 30,    December 31,
       ASSETS                           2000              1999


Cash and cash equivalents          $    28,840      $    14,777

Advances to Project Partnerships        15,564            9,595

Investment in Project
  Partnership (Note B)                 213,059          487,199


       Total Assets                $   257,463      $   511,571




LIABILITIES AND PARTNERS' DEFICIT

Accounts payable                   $     8,084      $     8,500

Payable to affiliates                  678,937          589,720

Note payable and accrued
interest payable (Note B)            3,645,151        3,746,010

Capital contributions payable           50,000           50,000

       Total Liabilities             4,382,172        4,394,230

Partners' Deficit                  (4,124,709)       (3,882,659)

       Total Liabilities and
         Partners' Deficit         $   257,463      $   511,571






See Notes to Financial Statements.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                               Three Months Ended         Nine Months Ended
                                 September 30,               September 30,
                               2000         1999          2000           1999

Revenue:

  Interest income          $   452       $   3,202      $   1,518     $  12,087

  Distributions              3,940              10          3,940        33,022

  Equity in income
   of Project Partnership   49,909                        132,350

                            54,301           3,212        137,808        45,109
Expenses:

  Asset management fee      28,645          28,645         85,935        85,935

  Professional fees          2,667           2,000          7,334         6,000

  Consulting fees           11,000          11,000         33,000        33,000

  Operating expenses         (168)              50         17,556           918

  Interest expense
   (Note B)                 79,252          79,252        236,033       235,172

                           121,396         120,947        379,858       361,025

Net loss                 $(67,095)      $(117,735)     $(242,050)    $(315,916)






See Notes to Financial Statements.


<TABLE>
<CAPTION>

                   STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                                   (UNAUDITED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


                                                          Special
                              Total         General       Limited      Limited


<S>                            <C>           <C>        <C>        <C>
Balances at January 1, 1999    $(3,967,099)  $(52,259)  $(91,544)  $(3,823,296)

   Net loss for nine months
    ended September 30, 1999      (315,916)    (3,475)    (6,002)     (306,439)


Balances at September 30, 1999 $(4,283,015)  $(55,734)  $(97,546)  $(4,129,735)




Balances at January 1, 2000    $(3,882,659)  $(51,330)  $(89,940)  $(3,741,389)

   Net loss for nine months
     ended September 30, 2000     (242,050)    (2,663)    (4,599)     (234,788)

Balances at September 30, 2000 $(4,124,709)  $(53,993)  $(94,539)  $(3,976,177)


 Number of ownership units          11,814        131        225        11,458

</TABLE>


See Notes to Financial Statements.

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                   Nine Months Ended
                                                     September 30,

                                                  2000              1999

Cash Flows From
  Operating Activities:
   Net loss                                   $(242,050)      $ (315,916)
   Adjustments to reconcile
     net loss to net cash from
     operating activities:
       Equity in income of
        Project Partnership                    (132,350)
       Distributions from zero basis
        Project Partnerships                     (3,940)         (33,022)
   Change in assets and liabilities:
     Advances to Project Partnerships            (5,969)          12,256
     Accounts payable                              (416)          (1,500)
     Payable to affiliates                       89,217         (159,201)
     Accrued interest on note payable          (100,859)         (58,565)


Net Cash From Operating Activities             (396,367)        (555,948)

Cash Flows From Investing Activities -
  Distributions from all
   Project Partnerships                         410,430          387,605


Net Change in Cash and Cash Equivalents          14,063         (168,343)

Cash and Cash Equivalents
 Beginning of Period                             14,777          450,473

Cash and Cash Equivalents
 End of Period                                $  28,840       $  282,130


Interest payments                             $ 336,892       $  293,737




                       See Notes to Financial Statements.
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (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, 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 on Form 10-K for the year ended December 31,
1999.  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, 2000, are not necessarily
indicative of the results for the year ending December 31, 2000.  Where
appropriate, prior year's financial information has been reclassified to conform
with the current year presentation.

Comprehensive losses for the nine month periods ended September 30, 2000 and
1999 were equal to the Registrant's net losses.

Cash and Cash Equivalents

Cash equivalents consist of interest bearing money market account balances.

Investments 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.
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.  The investment account will not be reduced below zero because the
Partnership is not liable for Project Partnership losses in excess of such
investment.  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 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
Registrant 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 Projects that are financed and/or operated
under federal or state housing assistance programs.  Management has considered
the requirements of Statement of Financial Accounting Standards No. 131
"Disclosures About Segments of an Enterprise and Related Information" and
believes that the partnership operates in one business segment.

Note B  Investment in Project Partnership and Note Payable

The Hawthorn project partnership refinanced its mortgage during 1997.  Proceeds
from the refinancing were used to make a partial payment on the promissory note
which had come due December 31, 1996.  The remaining balance of the promissory
note was renegotiated.  The mortgage was refinanced under HUD regulations which
limit the amount of debt that can be collateralized by the project.
Accordingly, HUD would not approve the mortgage refinance unless the promissory
note was no longer a liability of the project.  Therefore, the general partner
of the Registrant and the noteholder agreed to have the promissory note assumed
by the Registrant.  The promissory note is now collateralized by the partners'
interests in the Hawthorn project partnership.  Principal and interest due on
the promissory note are only payable from surplus cash received by the
Registrant from the Hawthorn project partnership.  The Registrant is not
required to make any payments from surplus cash it receives from any other
project.  The promissory note plus accrued interest totaled $3,645,151 at
September 30, 2000, and bears simple interest at a rate of 9%.  Any principal
and interest remaining unpaid on June 30, 2002, will be due in full.

In conjunction with assuming the liability for the promissory note, the
Registrant also recorded a corresponding investment in Hawthorn.  The investment
account was then reduced by previously unrecorded losses of Hawthorn in
accordance with the equity method of accounting.  The investment account will be
adjusted in future years by the Registrant's share of any additional income or
loss from Hawthorn as reported on Hawthorn's periodic financial statements.
This investment account will also be reduced whenever the Registrant receives a
distribution from Hawthorn.  Therefore, until the investment account is reduced
to zero, the Registrant will not recognize distribution income in future years
from the Hawthorn project partnership.

None of the Project Partnerships are experiencing significant cash flow
deficiencies after adding back non-cash items such as depreciation, amortization
and accrued interest on promissory notes not currently payable to the operating
losses of the Project Partnerships.

                        MANAGEMENT'S FINANCIAL DISCUSSION
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


The Registrant is a limited partnership formed to acquire limited partner
interests in real estate limited partnerships (Project Partnerships).  The
Registrant's investments in the Project Partnerships are recorded using the
equity method of accounting (see Note A).

The primary reasons for the decrease in net loss for the nine months ended
September 30, 2000 compared to the nine months ended September 30, 1999 were due
to an increase in equity income of project partnership, offset by a reduction of
interest income due to the lower cash equivalent balance and a decrease in
distributions.  This was also partially offset by an increase in operating
expenses.

The Registrant is liable for a promissory note that bears simple interest at a
rate of 9%.  Principal and interest payable totaled $3,645,151 at September 30,
2000.  Principal and interest can only be paid from distributions received from
Hawthorn.  The Registrant is not required to use distributions from any other
Project Partnership to make payments on this promissory note.

The Registrant's ownership interest in three other Project Partnerships (Colony
Place, Florence Housing, and Olympic Housing) is pledged as collateral in
connection with promissory notes issued by the respective Project Partnerships.
The Colony Place 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 noteholder may demand payment and the
project may revert to the noteholder.

The Florence Housing promissory note matured December 31, 1999.  Currently, the
Noteholder is in the initial stages of negotiating a sale.  Because the
promissory note is in default, the general partner may be obligated to accept an
offer to sell solely to avoid foreclosure.  A successful foreclosure action
would cause dissolution of the Project Partnership which could cause adverse tax
consequences without any monetary compensation to the investors.  The Olympic
Housing promissory note expires December 31, 2000.  Although the general partner
has successfully extended the maturity date of this note in the past, there can
be no guarantee that it will be successful in future negotiations.  If the
general partner is unsuccessful in renegotiating this promissory note when due,
the Registrant could lose its ownership interest in the Project Partnership.
There could be significant adverse tax consequences to investors if the general
partner is unsuccessful in extending the maturity date of the promissory note.




                            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, 2000.




                                   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 10, 2000                 By:  /s/Robert L. Proost
                                         Robert L. Proost
                                         President and Treasurer