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
	SEPTEMBER 30, 2005

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. identification number)
employer incorporation or organization)


	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 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 November 7, 2005 - 349,000 shares




FUND AMERICA INVESTORS CORPORATION II
FORM 10-Q FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 2005


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						9

Item 4.	Controls and Procedures							9


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

Item 1.	Legal Proceedings							     10

Item 2.	Changes in Securities						     10

Item 3.	Defaults upon Senior Securities				     10

Item 4.	Submission of Matters to a Vote
            of Security Holders						     10

Item 5.	Other Information							     10

Item 6.	Exhibits and Reports on Form 8-K				     10

SIGNATURES										     11










						2





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

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


                      FUND AMERICA INVESTORS CORPORATION II
                                 Balance Sheets
                                   (Unaudited)


								September 30,    December 31,
								     2005	         2004
								 -----------     ------------

Assets
  Cash and cash equivalents				  $      100     $         71
  Deferred offering costs, net			     246,861          246,861
								  ----------      -----------
  Total assets						  $  246,961     $    246,932
								  ==========     ============


Liabilities - accounts payable			  $      750     $      1,538
								  ----------     ------------


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			     509,610          505,210
	Shareholder distributions			  (1,919,298)      (1,919,298)
	Retained earnings					   1,652,409        1,655,992
								  ----------     ------------

  Total shareholder's equity				     246,211          245,394
								  ----------     ------------

  Total liabilities and shareholder's equity	  $  246,961     $    246,932
								  ==========     ============



		See notes to financial statements





						3









				FUND AMERICA INVESTORS CORPORATION II
					Statements of Operations
						(Unaudited)



					Three months ended		Nine months ended
					   September 30,			  September 30,
					------------------		----------------
					 2005		 2004		       2005	     2004
					------	------	      ------    ------


Revenue - miscellaneous		$    -	$ 1500		$    -    $ 1500
					------	------		------    ------



Expenses
  Impairment - offering costs	     -	     -		     -     9,500
  General and administrative	   270 	   770 		 3,583     1,725
					------      ------	      ------    ------
  Total Expenses	 	         270         770 		 3,583    11,225
					------      ------	      ------    ------


Net Income (Loss)		    $   (270)     $  730	    $ (3,583) $ (9,725)
				    ========	======	    ========  ========



	See notes to financial statements














						4








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

						                        Nine months ended
						                         September 30,
									 -------------------------
2005 2004
									 ---------       ---------
Operating activities:
   Net loss								$  (3,583)		$(9,725)
Adjustments to reconcile net loss to net
   cash from operating activities:
      Impairment - deferred offering costs			  - 		  9,500
   Changes in operating assets and liabilities:
      Accounts payable increase (decrease)		     (788)           (360)
      Prepaid expenses (increase) decrease			  - 		    219
									 ---------	      --------


Net cash used in operating activities:			   (4,371)           (366)
									 ---------		--------


Financing activities:
    Capital contributions					    4,400           1,000
									 ---------		--------

Net cash provided by financing activities			    4,400           1,000
									 ---------		--------



Net decrease in cash and cash equivalents				 29             634

Cash and cash equivalents at beginning of year			 71             466
									 ---------		--------


Cash and cash equivalents at end of year			$     100 	      $ 1,100
									 ---------		--------


	See notes to financial statements





						5




                    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, 2005, the Company had a total of $561 million registered
and unissued Securities on its Registration Statement No. 333-33823.  During
the first nine months of 2005 and the year ending December 31, 2004, 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.


						6


	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
September 30, 2005, 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 September 30, 2005 and December 31, 2004, and the
results of its operations and cash flows for the periods ended September 30,
2005 and 2004.



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.

						7


	For the three months ended September 30, 2005, the Company reported net
loss of $270 and net income of $730 for the three months ended September 30,
The difference in the two reporting periods was primarily due to $1500
of miscellaneous income recorded in 2004.

	The Company reported a net loss for the nine months ended September 30,
2005 of $3,583 as compared to a net loss for the nine months ended September 30,
2004 of $9,725.  The Company had no income in the third quarter ended
September 30, 2005 and only $1500 of miscellaneous revenue in the nine months
ended September 30, 2004.  The primary difference in the results of operations
between the two reporting periods is due to the write-off of deferred offering
costs related to securities backed by Title One Certificates, which the
Company no longer deals in.

	For the years ended 1993 to 2002, the Company paid facilities management
fees to The Chotin Group Corporation (the "Facilities Manager"), a related
party, under a Management Agreement dated January 1, 1993.  Under this
agreement, a fixed monthly fee was paid to the Facilities Manager.  The Company
then reviewed the fee structure and determined that an income-based fee is more
appropriate to the structure and nature of its business.  There were no fees
paid during the nine months ended September 30, 2005 or for the nine months
ended September 30, 2004.



 	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, 2004.





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.





						8



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:       November 7, 2005 			By:   /s/ Helen M. Dickens
            ----------------			   -------------------------
           							Helen M. Dickens
	     							President
								(Duly authorized and Principal
 								Financial Officer)