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 JUNE 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. 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 August 12, 2005- 349,000 shares





				FUND AMERICA INVESTORS CORPORATION II
						FORM 10-Q FOR THE
				   THREE MONTHS ENDED JUNE 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				            8

Item 4.	Controls and Procedures							9


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 							10

SIGNATURES											10











							2






				PART I.  FINANCIAL INFORMATION


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


                      FUND AMERICA INVESTORS CORPORATION II
                                 Balance Sheets
                                   (Unaudited)


							           June 30,	 December 31,
           						             2005            2004
								   -----------     ------------
Assets
  Cash and cash equivalents               	    $      120      $        71
  Deferred offering costs, net		             246,861	      246,861
								    ----------	  -----------

  Total assets			                      $  246,981      $   246,932
								    ==========	  ===========

Liabilities - accounts payable	                $      500      $     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			                 1,652,679        1,655,992
								    ----------	  -----------

  Total shareholder's equity	                         246,481          245,394
								    ----------	  -----------

  Total liabilities and shareholder's equity        $  246,981      $   246,932
								    ==========	  ===========


		See notes to financial statements



   							3




FUND AMERICA INVESTORS CORPORATION II
					Statements of Operations
						(Unaudited)



					Three months ended		Six months ended
						June 30,			     June 30,
					------------------		----------------
					 2005		 2004		       2005	     2004
					------	------	      ------    ------

Revenue
  Interest	 			$    -	$    -		$    -    $    -
					------	------		------    ------

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


Expenses
  Impairment - offering costs	     -	     -		     -     9,500
  General and administrative	 2,829 	   314 		 3,313 	 955
					------      ------	      ------    ------
  Total Expenses	 	       2,829         314 		 3,313    10,455
					------      ------	      ------    ------

Net Loss			    $ (2,829)     $ (314)	    $ (3,313) $(10,455)
				    =========	=======	    ========= =========


    See notes to financial statements


















							4











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

						                      Six months ended
						                          June 30,
									------------------------
2005 2004
									----------    ----------
Operating activities:
   Net loss		   		                        $  (3,313)	  $ (10,455)
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			         		   (1,038) 	       (610)
    Prepaid expenses			                          - 	        219
									----------	  ----------
Net cash used in operating activities:		         (4,351)       (1,346)
									----------	  ----------

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	                   49	       (346)

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

Cash and cash equivalents at end of year	     	      $     120 	  $     120
									==========	  ==========



	See notes to financial statements







							5




	`			FUND AMERICA INVESTORS CORPORATION II
				    NOTES TO FINANCIAL STATEMENTS
						(Unaudited)
				Three months ended June 30, 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-
acked 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 half 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 June 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 June 30, 2005, and the results of its operations and
cash flows for the periods ended June 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 June 30, 2005, the Company reported net loss of
$2,829 and a net loss of $314 for the three months ended June 30, 2004.  The
difference in the two reporting periods was an increase in expenses during the
first two quarters of 2005.

The Company reported a net loss for the six months ended June 30, 2005 of $3,313
as compared to a net loss for the six months ended June 30, 2004 of $10,455.
The company had no income in the second quarter ended June 30, 2005 and June
30, 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 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 six
months ended June 30, 2005 or for the six months ended June 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.



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.

							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.



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.








							9


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:       August 12, 2005       		By:     /s/ Helen M. Dickens
          ------------------				-------------------------
        							Helen M. Dickens
        							President
        							(Duly authorized and
Principal Financial Officer)










							10