UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                  FORM 10-Q


 [X] 	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

OR

 [ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________


                  Commission File Nos.:  033-73748
                                         ---------

                 FUND AMERICA INVESTORS CORPORATION II
         (Exact name of registrant as specified in its charter)



            Delaware                                        84-1218906
       ------------------                              --------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         identification number)



6400 S. Fiddler's Green Circle, Suite 1200B, Greenwood Village, Colorado 80111
------------------------------------------------------------------------------
			(Address of principal executive offices)


Registrant's telephone number including area code: (303) 290-6025
                                                   --------------


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 for 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.   [ ] Yes
   [X] No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of May 22, 2006 - 349,000 shares





                  FUND AMERICA INVESTORS CORPORATION II
                            FORM 10-Q FOR THE
                    THREE MONTHS ENDED MARCH 31, 2006


                                 INDEX



PART I.  FINANCIAL INFORMATION                                      PAGE NO.
------------------------------                                      --------

       Item 1.    Financial Statements                                  3

       Item 2.    Management's Discussion and
                  Analysis of Financial Condition
                  and Results of Operations                             7

       Item 3.    Quantitative and Qualitative
                  Disclosures about Market Risk                         8

       Item 4.    Controls and Procedures                               8

PART II.  OTHER INFORMATION

       Item 1.    Legal Proceedings                                     9

       Item 2.    Changes in Securities                                 9

       Item 3.    Defaults upon Senior Securities                       9

       Item 4.    Submission of Matters to a Vote of Security Holders   9

       Item 5.    Other Information                                     9

       Item 6.    Exhibits and Reports on Form 8-K                      9

       SIGNATURES                                                      10




















                       PART I. FINANCIAL INFORMATION


Item I. Financial Statements
-----------------------------


                   FUND AMERICA INVESTORS CORPORATION II
                               Balance Sheets
                                (Unaudited)

                                                  March 31,       December 31,
                                                     2006             2005
                                                ------------      ------------

Assets
   Cash and cash equivalents                    $         43      $         45
   Deferred offering costs, net                      246,861           246,861
                                                ------------      ------------

   Total Assets                                 $    246,904      $    246,906
                                                ============      ============


Liabilities - accounts payable                  $        250      $        202
                                                ------------      ------------

Commitments and Contingencies

Shareholder's equity
   Common Stock, par value $.01 per share;
      $1,000,000 shares authorized; 349,000
      shares issued and outstanding                    3,490             3,490
   Additional paid-in capital                        511,610           511,410
   Shareholder distributions                      (1,919,298)       (1,919,298)
   Retained earnings                               1,650,852         1,651,102
                                                ------------      ------------

    Total shareholder's equity                       246,654           246,704
                                                ------------      ------------

    Total liabilities and shareholder's equity  $    246,904      $    246,906
                                                ============      ============





                    See notes to financial statements








                 FUND AMERICA INVESTORS CORPORATION II
                         Statements of Operations
                                (Unaudited)


                                                      Three months ended
                                                           March 31,
                                                      --------  --------
                                                        2006      2005
                                                      --------  --------

Revenue
  Miscellaneous                                       $      -  $      -
                                                      --------  --------

Total revenue                                                -         -
                                                      ========  ========


Expenses
  General and administrative                               250       484
                                                      --------  --------

Total Expenses                                             250       484
                                                      --------  --------

Net Loss                                              $   (250) $   (484)
                                                      ========  ========





                    See notes to financial statements























                  FUND AMERICA INVESTORS CORPORATION II
                         Statements of Cash Flows
                                (Unaudited)


                                                            Three months ended
                                                                 March 31,
                                                              2006      2005
                                                            --------  --------

Operating Activities:
  Net loss                                                  $   (250) $   (484)
Adjustments to reconcile net loss to net
  cash from operating activities:
  Changes in operating assets and liabilities:

    Accounts payable increase (decrease)                          48       275
                                                            --------  --------

Net cash used in operating activities:                          (202)     (209)
                                                            --------  --------


Financing activities:
    Capital contributions                                        200       200
                                                            --------  --------

Net cash provided by financing activities                        200       200
                                                            --------  --------


Net decrease in cash and cash equivalents                         (2)       (9)

Cash and cash equivalents at beginning of year                    45        71
                                                            --------  --------

Cash and cash equivalents at end of year                    $     43  $     62
                                                            ========  ========




                    See notes to financial statements














                    FUND AMERICA INVESTORS CORPORATION II
                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)


1.  Basis of Presentation
-------------------------

Organization
------------
	Fund America Investors Corporation II (the "Company") was incorporated in
the State of Delaware on December 14, 1992 as a limited purpose finance
corporation. The Company was established to engage in the issuance and
administration of Collateralized Mortgage Obligations (the "Bonds") and Asset-
Backed Certificates (the "Certificates", and together with the Bonds, the
"Securities").  The Securities are issued in one or more series, from time to
time, by the Company in accordance with the provisions in the prospectus and
series-related prospectus supplement of the Company's latest effective
registration statement.

	The Securities of each series can be issued directly by the Company, but
typically the Company forms a separate trust to act as the issuer solely for the
purpose of issuing a series of Securities.  A series of Securities that consist
of Bonds will be issued pursuant to an indenture and will represent indebtedness
of the trust or issuer.  A series of Securities that consist of Certificates
will represent beneficial ownership in the related trust or issuer.  The sole
source of payments to Bondholders or Certificateholders within each series of
Securities is produced from the related trust property.  The trust property is
generally comprised of mortgage loans and/or mortgage-related assets as
described in each of the series' related prospectus supplements.

	The Company may not, either directly or indirectly through a beneficially
owned trust, engage in any business or investment activity other than to; (1)
issue and sell Bonds; (2) purchase, own, hold, pledge or sell mortgage loans or
other mortgage-related assets; (3) invest and maintain cash balances on an
interim basis in high quality short-term securities; and (4) engage in other
activities which are necessary or convenient to accomplish the foregoing and are
incidental thereto.

       On January 1, 2006, the Company had a total of $561 million registered
and unissued Securities on its Registration Statement No. 333-33823.  During the
first three months of 2006 and the year ending December 31, 2005, no securities
were issued.  From inception to date, the Company has issued nineteen series of
Securities, which aggregate $2.4 billion in original issued principal.  The
Company does not have any further obligations in connection with the issuance of
these Securities.  Under accounting principles generally accepted in the United
States of America, these issuances are considered to be a direct sale of the
collateral.

       The Company?s fifth Registration Statement on Form S-3 was filed on
September 30, 1998 with the Securities and Exchange Commission.  The purpose of
this filing was to register an additional amount of Securities and to merge the
Company?s Effective Registration Statement No. 333-33823, thereby increasing the
total amount of Securities that can be issued by the Company.  As of March 31,
2006, this Registration Statement was not effective and was subject to
completion or amendment.


2.  Unaudited Financial Statements
----------------------------------
	In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the financial
position of the Company at March 31, 2006 and December 31, 2005, and the results
of its operations and cash flows for the periods ended March 31, 2006 and 2005.




Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
          of Operations
          -------------


Liquidity and Capital Resources
-------------------------------
       The Company expects to fund ongoing operations from its cash balances,
revenues derived from the issuance of Securities, and if necessary, from loans
or capital contributions from its sole shareholder. The current cash position
will not adequately fund overhead costs over the next twelve months without
additional revenues generated during this period.  Capital funding has and will
continue to be provided by the sole shareholder to cover operating costs on a
monthly basis until the Company generates sufficient revenue.  The funding
source for any additional capital costs relating to the registration of
securities will be determined when the funding is required and will depend on
the cash position at that time.



Results of Operations
---------------------
       The Company does not have any significant assets other than cash held for
operations and capitalized deferred offering costs.  Major operating activity is
initiated from the issuance of Securities or the preparation in registering
Securities to be issued.  Costs incurred with registering Securities are
capitalized until such time as the Securities are issued in an offering.


       Net income may fluctuate from period to period based on the use of the
Company?s registered and unissued Securities. The Company generally charges the
issuer of a series of Securities a flat fee and a proportionate share of
deferred costs associated with its registration statement.

	For the three months ended March 31, 2006, the Company reported net loss
of $250 and a net loss of $484 for the three months ended March 31, 2005.  The
difference in the two reporting periods was primarily due to $234 of legal fees
recorded in 2005.

       The Company has entered into an agreement to pay income-based facilities
management fees to The Chotin Group Corporation (the ?Facilities Manager?), a
related party.  Due to the lack of income during the respective periods, there
were no fees paid during the three months ended March 31, 2006 or the three
months ended March 31, 2005.

        Pursuant to Rule 3-11 of Regulation S-X, if a registrant is an inactive
entity as defined in this rule, the financial statements required by this
regulation for purposes of reports pursuant to the Securities Exchange Act of
1934 may be unaudited.  The Company meets all the conditions as defined for an
inactive entity under this rule and accordingly elected to file unaudited
financial statements for the year ended, December 31, 2005.



Forward Looking Statements
--------------------------
	The statements contained in this Item 2 that are not historical facts,
including, but not limited to, statements that can be identified by the use of
forward-looking terminology such as ?may,? ?will,? ?expect,? ?anticipate,?
?estimate? or ?continue? or the negative thereof or other variations thereon or
comparable terminology, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, and involve a number of risks
and uncertainties.  The actual results of the future events described in such
forward-looking statements could differ materially from those stated in such
forward-looking statements.




Item 3.	Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------------------
       Securities issued by the Company are either debt securities or securities
which evidence beneficial ownership interest in designated trusts established to
facilitate the transfer of trust asset payments to the Bondholders who hold such
debt securities or to the Certificate holders who hold such beneficial ownership
interests.  Assets securing payments to Bondholders or Certificate holders are
pledged or sold to designated trusts and are not assets of the Company.
Additionally, Bonds and Certificates issued by a trust formed by the Company do
not represent an ownership interest in or an obligation of the Company.


       Disclosures required in this Item 3 are intended to clarify a
registrant's exposures to market risk associated with activities in derivative
financial instruments, other financial instruments, and derivative commodity
instruments. The purpose of this section is to disclose the material effects on
earnings, fair values, and cash flows that are inherent to potential market risk
exposure.  Potential market risk associated with Securities issued under the
Company's registration statement will not have a material effect on the
Company's earnings or cash flow since the Securities do not represent an
interest in or an obligation of the Company.  In addition, the Company has no
public common equity; all common stock of the Company is held by one
shareholder.  Therefore, material effects of potential market risk exposure on
Securities issued from the Company will not have any significant impact on the
Company.


Item 4.  Controls and Procedures
--------------------------------
       Pursuant to the Securities and Exchange Commission in regards to the
Sarbanes-Oxley Act Section 404, the Company is considered a ?non-accelerated
Filer? and does not have to comply with the management report on internal
controls until its first fiscal year ending on or after July 15, 2007.
PART II. OTHER INFORMATION
--------------------------


Item 1.  Legal Proceedings
--------------------------
	None.

Item 2.  Changes in Securities
------------------------------
	None.

Item 3.  Defaults Upon Senior Securities
----------------------------------------
	None.

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
	None.

Item 5.  Other Information
--------------------------
	None.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------
       A.	Exhibits

        Exhibit 31.1 - Certification by the Chief Executive Officer pursuant to
        Rule 13a-14(a) and 15d-14(a) under the Exchange Act

        Exhibit 31.2 - Certification by the Chief Financial Officer pursuant to
        Rule 13a-14(a) and 15d-14(a) under the Exchange Act

       B.	Form 8-K

        None



















                                SIGNATURES
                                ----------


Pursuant to the requirements 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.



FUND AMERICA INVESTORS CORPORATION II
       (Registrant)


Date:       May 22, 2006     			By: /s/ Helen M. Dickens
        -------------------                   ------------------------
                                              Helen M. Dickens
                                              President
                                              (Duly authorized and Principal
                                               Financial Officer)

























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