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, 2002

                                     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.:  33-67202


                          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, Englewood, 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 the number of shares outstanding of each of the issuer's classes of
common stock as of May 15, 2002- 349,000 shares









                            FUND AMERICA INVESTORS CORPORATION II
                                      FORM 10-Q FOR THE
                              THREE MONTHS ENDED MARCH 31, 2002




                                           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                             6

PART II.     OTHER INFORMATION
------------------------------

     Item 1.     Legal Proceedings	                                   8

     Item 2.     Changes in Securities                                 8

     Item 3.     Defaults upon Senior Securities                       8

     Item 4.     Submission of Matters to a Vote
                 of Security Holders                                   8

     Item 5.     Other Information                                     8

     Item 6.     Exhibits and Reports                                  8

     SIGNATURES                                                        9

















                                         Page 2



                            PART I.  FINANCIAL INFORMATION
                           --------------------------------


Item 1.   Financial Statements
------------------------------



                         FUND AMERICA INVESTORS CORPORATION II
                                    Balance Sheets
                                      (Unaudited)


                                                 March 31,      December 31,
                                                   2002            2001
                                               ------------    -------------

Assets
     Cash and cash equivalents                  $       601      $     5,071
     Deferred offering costs, net                   256,361          256,361
     Prepaid expenses                                 2,150              204
                                                -----------      -----------
     Total assets                               $   259,112      $   261,636
                                                ===========      ===========



Liabilities - accounts payable                  $     1,050      $         -
                                                -----------      -----------

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                     500,510          488,010
     Shareholder distributions                   (1,874,798)      (1,874,798)
     Retained earnings                            1,628,860        1,644,934
                                                -----------      -----------
     Total shareholder's equity                     258,062          261,636
                                                -----------      -----------

     Total liabilities and
       shareholder's equity                     $   259,112      $   261,636
                                                ===========      ===========


     See notes to financial statements




                                      Page 3



                          FUND AMERICA INVESTORS CORPORATION II
                                Statements of Operations
                                      (Unaudited)




                                               Three months ended
                                                    March 31,
                                           --------------------------
                                             2002              2001
                                          ----------        ----------

Revenue
     Other bond income                    $        -        $   30,000
     Interest                                      -                 7
                                          ----------        ----------
       Total revenue                               -            30,007
                                          ----------        ----------



Expenses
     General and administrative               10,074             9,557
     Management fees                           6,000             6,000
                                          ----------        ----------
       Total expenses                         16,074            15,557
                                          ----------        ----------



Net (loss) income                         $  (16,074)       $   14,450
                                          ==========        ==========





See notes to financial statements












                                         Page 4



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




                                                  Three months ended
                                                       March 31,
                                               ------------------------
                                                 2002            2001
                                              ----------      ----------

Operating activities:
   Net (loss)income                           $  (16,074)     $   14,450
Adjustments to reconcile net (loss)income
  to net cash from operating activities:
    Changes in operating assets and
     liabilities:
       Accounts payable                            1,050           8,555
       Prepaid expenses                           (1,946)            195
                                              ----------      ----------
Net cash (used in) provided by
  operating activities:                          (16,970)         23,200




Financing activities:
     Capital contributions                        12,500           2,500
     Shareholder distributions                         -         (25,000)
                                              ----------      ----------
Net cash provided by (used in)
  financing activities:                           12,500         (22,500)
                                              ----------      ----------


Net (decrease)increase in cash
  and cash equivalents                            (4,470)            700

Cash and cash equivalents
  at beginning of year                             5,071             797
                                              ----------      ----------

Cash and cash equivalents
  at end of year                              $      601      $    1,497
                                              ==========      ==========




See notes to financial statements



                                     Page 5



                          FUND AMERICA INVESTORS CORPORATION II
                             NOTES TO FINANCIAL STATEMENTS
                                      (Unaudited)
                       Three months ended March 31, 2002 and 2001


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, 2002, the Company had a total of $561 million registered and
unissued Securities on its Registration Statement No. 333-33823.  No Securities
were issued during the first quarter of 2002.  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,
2002, this Registration Statement was not effective and was subject to
completion or amendment.  The Company intends to file one or more further
amendments to complete this Registration Statement and to bring it effective.


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, 2002, and the results of its operations and
cash flows for the periods ended March 31, 2002 and 2001.



                                      Page 6



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 anticipated 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 reported a net loss for the three months ended March 31, 2002
of $16,074 as compared to a net income for the three months ended March 31, 2001
of $14,450.  The company had no income in the first quarter ended March 31,
2002, as compared to the call option income of $30,000 for selling the call
rights on Fund America Investors Corporation II, Series 1993-E earned in the
first quarter ended March 31, 2001. This income variance makes up the primary
difference in the results of operations between the two reporting periods.


Results of Operations - Other Matters:  Recently Issued Accounting
------------------------------------------------------------------
Pronouncements
--------------

     On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142") was approved by the FASB.  SFAS No. 142 changes the accounting
for goodwill and certain other indefinite life intangibles from an amortization
method to an impairment-only approach. Amortization of goodwill, including
goodwill recorded in past business combinations, and indefinite life
intangibles, will cease upon adoption of this statement. SFAS No. 142 was
adopted beginning January 1, 2002 without a material impact on the Company's
financial position or results of operations.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144").  SFAS No. 144
supercedes current accounting guidance relating to impairment of long-lived
assets and provides a single accounting methodology for long-lived assets to be
disposed of, and also supercedes existing guidance with respect to reporting the
effects of the disposal of a business.   SFAS No. 144 was adopted beginning
January 1, 2002, without a material impact on the Company's financial position
or results of operations.



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.







                                  Page 7





                                 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

                None

         B.     Form 8-K

                None












                                       Page 8




                                      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 14, 2002                    By: /s/ Helen M. Dickens
--------------------                       ----------------------------------
                                            Helen M. Dickens
                                            Vice President and Secretary
                                           (Duly authorized and
                                            Principal Financial Officer)














                                      Page 9