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, 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)


                                  September 30,     December 31,
       ASSETS                          1997              1996


Cash and cash equivalents            $ 397,828         $366,271

Advances to Project Partnerships        61,536           62,158

Intangible assets,
  net of accumulated amortization       16,876           21,473


       Total Assets                  $ 476,240         $449,902




LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Accounts payable                     $   10,000        $    14,000

Payable to affiliates                 1,251,211          1,144,783

Capital contributions payable            50,000             50,000

       Total Liabilities              1,311,211          1,208,783

Partners' Capital (Deficit)            (834,971)          (758,881)

       Total Liabilities and
       Partners' Capital (Deficit)   $  476,240        $   449,902




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,
                         1997       1996         1997    1996
Revenue:

  Interest income      $   5,149   $  4,746   $  14,477  $  13,791

  Distributions                                  52,702     26,763

                           5,149      4,746      67,179     40,554

Expenses:

  Asset mgmt. fee         28,645     28,645      85,935     85,935

  Professional fees        4,124     17,526      11,553     24,526

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

  Operating expenses      41,403      9,017      41,184      9,512

                          75,704     56,720     143,269    124,570

Net loss                $(70,555)  $(51,974)   $(76,090)  $(84,016)


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, 1997 AND 1996



                                                          Special
                                     Total     General    Limited      Limited


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)



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

   Net loss for nine months
     ended September 30, 1997      (76,090)       (837)    (1,446)    (73,807)

Balances at September 30, 1997   $(834,971)   $(17,776)  $(31,876)  $(785,319)


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)

                                                 Nine Months Ended September 30,

                                                           1997          1996

Cash Flows From Operating Activities:
  Net loss                                              $(76,090)   $(84,016)
  Adjustments to reconcile net loss
    to net cash used in
     operating activities:
    Distributions from
      Project Partnerships                               (52,702)    (26,763)
    Amortization                                            4,597       4,597
  Change in assets and liabilities:
    Decrease (increase) in advances to
     Project Partnerships                                     622    (11,733)
    Decrease in accounts payable                          (4,000)     (3,500)
    Increase in payable to affiliates                     106,428     113,012


Net Cash Used In Operating Activities                    (21,145)     (8,403)

Cash Flows From Investing Activities:
  Distributions from
   Project Partnerships                                    52,702    (26,763)

Increase In Cash                                           31,557      18,360

Cash Beginning of Period                                  366,271     371,220

Cash End of Period                                      $ 397,828   $ 389,580





See notes to financial statements.



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

                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 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 nine months ended September  30, 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 NINE MONTHS ENDED SEPTEMBER 30, 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 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 nine months
ended September 30, 1997 and September 30, 1996 that altered the Project
Partnerships' ability to pay distributions to the Registrant.

The increase in Distribution income for the nine months ended September 30,
1997, compared to the nine months ended September 30, 1996, is primarily due to
distributions received from two Project Partnerships that did not pay
distributions in the prior year due to higher operating expenses.  Professional
fees decreased between the nine month periods primarily due to legal fees
associated with preparing ballots to the limited partners in the prior year.
Operating expenses increased during the nine month period ended September 30,
1997, compared to the nine month period ended September 30, 1996, primarily due
to a negotiated payment to the prior general partner for prior years' fees that
were not previously accrued due to uncertainty surrounding the timing and amount
of the payment.

Fluctuations in the results of operations for the three month period ended
September 30, 1997 compared to the three month period ended September 30, 1996,
were due to the same reasons as discussed for the nine month period ended
September 30, 1997.

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 Colony Place's promissory
note, which matured on June 30, 1997, while pursuing a possible sale of the
project.

The General Partner negotiated an extension of Hawthorn Housing's promissory
note, which came due on December 31, 1996, and is using the time to refinance
the first mortgage.  Proceeds from the refinancing will be used to make a
partial payment to the noteholder.  The remaining balance of the promissory note
will be renegotiated with a new maturity date.  The refinancing is expected to
be completed in the fourth quarter of 1997.

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)

                            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, 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:  November 7, 1997                   By:/s/Robert L. Proost
                                              Robert L. Proost
                                              President and Treasurer