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, 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. 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 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 14, 2005 - 349,000 shares












FUND AMERICA INVESTORS CORPORATION II
FORM 10-Q FOR THE
THREE MONTHS ENDED MARCH 31, 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						           8

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 							  10

SIGNATURES									  11



















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

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

                     FUND AMERICA INVESTORS CORPORATION II
                                 Balance Sheets
                                   (Unaudited)


								 March 31,   December 31,
								    2005         2004
								----------    ----------

Assets
  Cash and cash equivalents					$       62     $      71
  Deferred offering costs, net					   246,861       246,861
  Prepaid expenses							 -             -
								----------    ----------
  Total assets							$  246,923     $   6,932
								==========    ==========



Liabilities - accounts payable					$    1,813     $   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				   505,410       505,210
	Shareholder distributions				(1,919,298)   (1,919,298)
	Retained earnings					 1,655,508     1,655,992
								----------    ----------
	Total shareholder's equity				   245,110       245,394
								----------    ----------

	Total liabilities and shareholder's equity		$  246,923     $ 246,932
								==========    ==========



	See notes to financial statements









                                       3



	            FUND AMERICA INVESTORS CORPORATION II
	                   Statements of Operations
	                          (Unaudited)


								       Three months ended
									     March 31,
								     ----------------------
								       2005	      2004
								     --------	   --------
	Revenue
	  Interest						      $	    -      $      -
								      -------	   --------

	    Total revenue						    -             -
								      -------      --------

	Expenses
          Impairment - deferred offering costs				    -         9,500
	  General and administration					  484           641
								      -------	   --------

	    Total expenses						  484        10,141
								      -------      --------


	Net loss						      $  (484)     $(10,141)
								      =======	   ========






	See notes to financial statements
























                                       4



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

								     Three months ended
									  March 31,
								  -----------------------
	`							      2005         2004
								  ---------      --------

	Operating activities:
	   Net loss						  $   (484)      $(10,141)
	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				       275 	     (860)
		    Prepaid expenses					 - 	      219
								  ---------      ---------

 	Net cash used in operating activities:			      (209)        (1,282)
								  ---------      ---------


	Financing activities:
	    Capital contributions				       200          1,000
								  ---------      ---------

	Net cash provided by financing activities		       200          1,000
								  ---------      ---------



	Net decrease in cash and cash equivalents			(9)          (282)

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


	Cash and cash equivalents at end of year		  $     62         $  184
								  =========       ========





	See notes to financial statements

















                                      5


FUND AMERICA INVESTORS CORPORATION II
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Three months ended March 31, 2005 and 2004


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 Certificate
 holders 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 quarter 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 March 31, 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 March 31, 2005,and the results of its operations and cash
 flows for the periods ended March 31, 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


The Company reported a net loss for the three months ended March 31, 2005 of
 $484  as compared to a net loss for the three months ended March 31, 2004 of
 $10,141.   The company had no income in the first quarter ended March 31, 2005
 and  March 31, 2004.  The primary difference in the results of operations
 between  the  two reporting periods is due from 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 has
 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 three months ended  March 31, 2005 or for the three months
 ended March 31, 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 had 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.



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 Certificateholders who hold such beneficial
 ownership interests.  Assets securing payments to Bondholders or
 Certificateholders 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.






                                      8


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, 2006.

































                                      9




				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












                                    10


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 18, 2005       		By:  /s/ Helen M. Dickens
					    ------------------------
                                               Helen M. Dickens
                                               President
                                              (Duly authorized and
                                               Principal Financial Officer)

































                                     11