--------------------------------------------------------------------------------


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------



                                   FORM 10-QSB


                               ------------------



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


                  For the quarterly period ended March 31, 2005


                               ------------------



                         Commission file number 0-11973


                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP
             Organized pursuant to the Laws of the State of Maryland


                               ------------------



        Internal Revenue Service - Employer Identification No. 52-1321492

                 11200 Rockville Pike, Rockville, Maryland 20852

                                 (301) 468-9200


                               ------------------



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]


--------------------------------------------------------------------------------
<PAGE>

                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                              INDEX TO FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2005

                                                                           Page
                                                                           ----
Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets
           - March 31, 2005 and December 31, 2004..........................   1

         Statements of Operations and Accumulated Losses
           - for the three months ended March 31, 2005 and 2004............   2

         Statements of Cash Flows
           - for the three months ended March 31, 2005 and 2004............   3

         Notes to Financial Statements
           - March 31, 2005 and 2004.......................................   4

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations.......................................  12

Item 3.  Controls and Procedures...........................................  15


Part II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities...................................  16

Item 5.  Other Information.................................................  16

Item 6.  Exhibits..........................................................  17

Signature..................................................................  18


<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements


                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                                 BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>
                                                                                        March 31,      December 31,
                                                                                          2005            2004
                                                                                      ------------    ------------
                                                                                       (Unaudited)
<S>                                                                                   <C>             <C>
Investment in partnerships held for sale ..........................................   $  1,303,017    $  1,491,380
Cash and cash equivalents .........................................................      4,610,831      15,311,566
Sales proceeds receivable .........................................................        951,734         832,879
Other assets ......................................................................            229             572
                                                                                      ------------    ------------

   Total assets ...................................................................   $  6,865,811    $ 17,636,397
                                                                                      ============    ============


                        LIABILITIES AND PARTNERS' CAPITAL



Due on investments in partnerships ................................................   $  1,400,000    $  1,400,000
Accrued interest payable ..........................................................      2,783,762       2,752,262
Accounts payable and accrued expenses .............................................        109,805         138,537
Disposition fees payable to related party .........................................           --         1,210,408
                                                                                      ------------    ------------

   Total liabilities ..............................................................      4,293,567       5,501,207
                                                                                      ------------    ------------

Commitments and contingencies

Partners' capital:

  Capital paid in:
    General Partners ..............................................................          2,000           2,000
    Limited Partners ..............................................................     50,015,000      50,015,000
                                                                                      ------------    ------------

                                                                                        50,017,000      50,017,000

  Less:
    Accumulated distributions to partners .........................................    (24,876,693)    (15,293,973)
    Offering costs ................................................................     (5,278,980)     (5,278,980)
    Accumulated losses ............................................................    (17,289,083)    (17,308,857)
                                                                                      ------------    ------------

      Total partners' capital .....................................................      2,572,244      12,135,190
                                                                                      ------------    ------------

      Total liabilities and partners' capital .....................................   $  6,865,811    $ 17,636,397
                                                                                      ============    ============
</TABLE>


                   The accompanying notes are an integral part
                         of these financial statements.

                                       -1-

<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements


                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS

                             AND ACCUMULATED LOSSES

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       For the three months ended
                                                                                 March 31,
                                                                       ----------------------------
                                                                           2005            2004
                                                                       ------------    ------------
<S>                                                                    <C>             <C>
Share of income from partnerships ..................................   $     84,594    $    232,990
                                                                       ------------    ------------

Other revenue and expenses:

  Revenue:
    Interest .......................................................         34,618           4,124
                                                                       ------------    ------------

  Expenses:
    Interest .......................................................         31,500          31,500
    General and administrative .....................................         97,669          81,973
    Management fee .................................................         62,499          62,499
    Professional fees ..............................................         26,625          35,625
    Amortization of deferred costs .................................           --             3,841
                                                                       ------------    ------------

                                                                            218,293         215,438
                                                                       ------------    ------------

      Total other revenue and expenses .............................       (183,675)       (211,314)
                                                                       ------------    ------------

(Loss) income before additional gain on disposition
   of investment in partnerships ...................................        (99,081)         21,676

Additional gain on disposition of investment in partnerships .......        118,855            --
                                                                       ------------    ------------

Net income .........................................................         19,774          21,676

Accumulated losses, beginning of period ............................    (17,308,857)    (29,133,689)
                                                                       ------------    ------------

Accumulated losses, end of period ..................................   $(17,289,083)   $(29,112,013)
                                                                       ============    ============


Net income allocated to General Partners (1.51%) ...................   $        299    $        327
                                                                       ============    ============

Net income allocated to Initial and Special Limited Partners (1.49%)   $        295    $        323
                                                                       ============    ============

Net income allocated to Additional Limited Partners (97%) ..........   $     19,180    $     21,026
                                                                       ============    ============

Net income per unit of Additional Limited Partner Interest,
  based on 49,910 units outstanding ................................   $       0.38    $       0.42
                                                                       ============    ============
</TABLE>

                   The accompanying notes are an integral part
                         of these financial statements.

                                       -2-

<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements


                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   For the three months ended
                                                                                            March 31,
                                                                                  -----------------------------
                                                                                      2005             2004
                                                                                  ------------    -------------
<S>                                                                               <C>             <C>
Cash flows from operating activities:
  Net income ..................................................................   $     19,774    $     21,676

  Adjustments to reconcile net income to net cash used in operating activities:
    Share of income from partnerships .........................................        (84,594)       (232,990)
    Additional gain on disposition of investment in partnerships ..............       (118,855)           --
    Amortization of deferred costs ............................................           --             3,841

    Changes in assets and liabilities:
      Decrease (increase) in other assets .....................................            343              (6)
      Increase in accrued interest receivable on advances .....................           (370)           --
      Increase in accrued interest payable ....................................         31,500          31,500
      Decrease in accounts payable and accrued expenses .......................        (28,732)        (51,214)
                                                                                  ------------    ------------

        Net cash used in operating activities .................................       (180,934)       (227,193)
                                                                                  ------------    ------------

Cash flows from investing activities:
  Receipt of distributions from partnerships ..................................        273,327          23,135
  Payment of disposition fee to related party .................................     (1,210,408)           --
                                                                                  ------------    ------------

        Net cash (used in) provided by investing activities ...................       (937,081)         23,135
                                                                                  ------------    ------------

Cash flows used in financing activities:
  Distribution to Additional Limited Partners .................................     (9,582,720)           --
                                                                                  ------------    ------------

Net decrease in cash and cash equivalents .....................................    (10,700,735)       (204,058)

Cash and cash equivalents, beginning of period ................................     15,311,566       2,979,778
                                                                                  ------------    ------------

Cash and cash equivalents, end of period ......................................   $  4,610,831    $  2,775,720
                                                                                  ============    ============

</TABLE>
                   The accompanying notes are an integral part
                         of these financial statements.

                                       -3-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                                   (Unaudited)


1.   BASIS OF PRESENTATION

     In the opinion of C.R.I.,  Inc. (CRI), the Managing  General  Partner,  the
accompanying unaudited financial statements reflect all adjustments,  consisting
of normal recurring accruals, necessary for a fair presentation of the financial
position of Capital Realty Investors-II Limited Partnership (the Partnership) as
of March 31, 2005,  and the results of its operations and its cash flows for the
three month periods ended March 31, 2005 and 2004. The results of operations for
the interim period ended March 31, 2005, are not  necessarily  indicative of the
results to be expected for the full year.

     The  accompanying  unaudited  financial  statements  have been  prepared in
conformity with accounting principles generally accepted in the United States of
America  and with the  instructions  to Form  10-QSB.  Certain  information  and
accounting  policies and  footnote  disclosures  normally  included in financial
statements prepared in conformity with accounting  principles generally accepted
in the United States of America have been condensed or omitted  pursuant to such
instructions. These condensed financial statements should be read in conjunction
with the financial  statements and notes thereto  included in the  Partnership's
annual report on Form 10-KSB at December 31, 2004.

     In December  2003,  the Financial  Accounting  Standards  Board issued FASB
Interpretation  No. 46  (revised  December  2003) (FIN 46-R),  Consolidation  of
Variable  Interest  Entities.  FIN 46-R clarifies the  application of Accounting
Research Bulletin 51, Consolidated  Financial  Statements,  for certain entities
that do not  have  sufficient  equity  at risk for the  entity  to  finance  its
activities without additional  subordinated financial support from other parties
or in which equity  investors do not have the  characteristics  of a controlling
financial interest  ("variable interest  entities").  Variable interest entities
within  the  scope of FIN 46-R  will be  required  to be  consolidated  by their
primary  beneficiary.  The primary  beneficiary of a variable interest entity is
determined  to be the party that  absorbs a majority  of the  entity's  expected
losses,  receives a majority of its  expected  returns,  or both.  The  Managing
General  Partner has  evaluated the  partnerships  in which the  Partnership  is
invested and has determined that they are not variable interest entities subject
to consolidation by the Partnership under the provisions of FIN 46-R.


2.   PLAN OF LIQUIDATION AND DISSOLUTION

     On February 4, 2004, the  Partnership  filed a Definitive  Proxy  Statement
pursuant to Section 14(a) of the Securities  Exchange Act of 1934, and mailed it
to limited partners to solicit consents for approval of the following:

     (1)  The sale of all of the Partnership's assets and the dissolution of the
          Partnership pursuant to a Plan of Liquidation and Dissolution, and the
          amendment of the Partnership's Limited Partnership Agreement to permit
          the Managing General Partner,  CRI, to be eligible to receive property
          disposition  fees from the  Partnership on the same basis as such fees
          may currently be paid to Local General  Partners,  real estate brokers
          or other  third  party  intermediaries  employed  to sell  Partnership
          properties, to the extent that CRI markets and sells the Partnership's
          properties instead of such persons (a "Disposition Fee");

                                       -4-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                                   (Unaudited)


2.   PLAN OF LIQUIDATION AND DISSOLUTION - Continued

     (2)  The amendment of the Partnership's  Limited  Partnership  Agreement to
          permit CRI to be eligible to receive a partnership  liquidation fee in
          the amount of $500,000,  payable only if the Managing  General Partner
          is  successful in  liquidating  all of the  Partnership's  investments
          within 36 months from the date the  liquidation is approved [March 22,
          2004], in recognition  that one or more of the properties in which the
          Partnership  holds an  interest  might not be  saleable to parties not
          affiliated  with the respective  Local  Partnership  due to the amount
          and/or  terms  of  their  current   indebtedness   (the   "Partnership
          Liquidation Fee"); and

     (3)  To authorize the Managing General Partner, in its sole discretion,  to
          elect to extend the period during which  Consents of Limited  Partners
          may be  solicited  and voted,  but not beyond sixty (60) days from the
          date that the Consent  Solicitation  Statement was sent to the Limited
          Partners.

The matters for which consent was solicited are collectively  referred to as the
"Liquidation."

     The record date for voting was  December  31,  2003,  and the final  voting
deadline  was March 22,  2004.  A  tabulation  of votes  received  by the voting
deadline follows.

<TABLE>
<CAPTION>
                                         FOR                  AGAINST                ABSTAIN                 TOTAL
                                  -----------------      -----------------      ------------------      -----------------
                                  Units of               Units of               Units of                Units of
                                  limited                limited                limited                 limited
                                  partner                partner                partner                 partner
     Description                  interest   Percent     interest   Percent     interest    Percent     Interest    Percent
     -----------                  --------   -------     --------   -------     --------    -------     --------    -------
     <S>                          <C>        <C>         <C>        <C>         <C>         <C>         <C>         <C>
     Sale, dissolution and
       five percent
       Disposition Fee             28,699     57.6%       1,264       2.5%         268        0.5%       30,231      60.6%

     $500,000 Partnership
       Liquidation Fee             25,841     51.8%       3,546       7.1%         844        1.7%       30,231      60.6%

     Extension of
       solicitation period         27,975     56.1%       1,767       3.5%         489        1.0%       30,231      60.6%

</TABLE>

     There can be no assurance that the Liquidation  will be completed  pursuant
to the Plan of Liquidation and Dissolution.


3.   INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS

a.   Due on investments in partnerships and accrued interest payable
     ---------------------------------------------------------------

                                    Westgate
                                    --------

     The Partnership defaulted on its one remaining purchase money note, related
to Westgate  Limited Dividend Housing  Association  (Westgate),  on September 1,
2003,  when the note (as extended)  matured and was not paid. The default amount
included   principal  and  accrued   interest  of  $1,400,000  and   $2,584,492,
respectively.  As of May 10, 2005,  principal and accrued interest of $1,400,000
and $2,797,139, respectively, were due. In conjunction with the approved Plan of
Liquidation and Dissolution of the Partnership,  the Managing General Partner is
actively  marketing Westgate for sale. The noteholders have agreed to accept the
proceeds  of such sale as a  discounted  payoff  of the  purchase  money  note's
principal  and  accrued   interest.   The  discounted  payoff  would  result  in
cancellation  of  indebtedness  income to the Limited  Partners,  which would be
taxed at a federal tax rate of up to 35 percent.  There can be no assurance that
a sale of Westgate and discounted payoff of the purchase money note will occur.

                                       -5-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                                   (Unaudited)


3.   INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

     Interest  expense on the  Partnership's  Westgate  purchase  money note was
$31,500 for each of the three month periods  ended March 31, 2005 and 2004.  The
accrued interest payable on the purchase money note of $2,783,762 and $2,752,262
as of March 31, 2005 and December 31, 2004, respectively, is in default.

     Due to  the  possible  sale  of  the  property  related  to  Westgate,  the
Partnership's  basis in the Local  Partnership,  along with the net  unamortized
amount of acquisition fees and property  purchase costs,  which totaled $477,866
and $486,187 as of March 31, 2005 and December 31, 2004, respectively,  has been
reclassified  to investment in  partnerships  held for sale in the  accompanying
balance sheets.

b.   Advance to Local Partnership
     ----------------------------

                                 Four Winds West
                                 ---------------

     In  October  2004,  the  Partnership  advanced  $25,000  to Four Winds West
Company,  Ltd., (Four Winds West) to assist with current cash requirements.  For
financial reporting purposes, the Partnership reduced this advance to zero as of
December 31, 2004, as a result of losses at the related Local Partnership level.

c.   Completed sales
     ---------------

                                    Arrowhead
                                    ---------

     On November 17, 2004, the  Partnership's  interest in Arrowhead  Apartments
Associates (Arrowhead) was sold. Gross cash proceeds received by the Partnership
totaled  $1,156,495.  The sale resulted in gain on  disposition of investment in
partnerships of $698,210 for financial  statement  purposes and in total gain of
$6,082,297 for federal tax purposes in 2004. In accordance with the terms of the
Partnership Agreement,  in December 2004 the Managing General Partner was paid a
disposition fee of $432,824  related to the sale. The fee was netted against the
related gain on  disposition of investment in  partnerships.  At March 31, 2005,
the Partnership  accrued $90,241 for additional cash proceeds now expected to be
received upon the release of escrow  reserves,  resulting in additional  gain on
disposition  of investment in  partnerships  of $90,241 for financial  statement
purposes in 2005.

                                    Moorings
                                   --------

     On November 17, 2004,  the  Partnership's  interest in Moorings  Apartments
Associates  (Moorings) was sold. Gross cash proceeds received by the Partnership
totaled  $366,943.  The sale  resulted in loss on  disposition  of investment in
partnerships of $120,694 for financial  statement  purposes and in total gain of
$6,216,291 for federal tax purposes in 2004. In accordance with the terms of the
Partnership Agreement,  in December 2004 the Managing General Partner was paid a
disposition  fee of  $462,417  related  to the  sale.  At March  31,  2005,  the
Partnership  accrued  $28,614 for  additional  cash  proceeds now expected to be
received upon the release of escrow  reserves,  resulting in additional  gain in
disposition  of investment in  partnerships  of $28,614 for financial  statement
purposes in 2005.

                                       -6-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                                   (Unaudited)


3.   INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

                                 Country Place I
                                 ---------------

     On December  29, 2004,  the  Partnership's  interest in  Blackburn  Limited
Partnership  (Country  Place I) was sold.  Gross cash  proceeds  received by the
Partnership in 2004 totaled $6,821,935.  In addition,  at December 31, 2004, the
Partnership  accrued  $504,604 for cash proceeds to be received in 2005 upon the
release of escrow  reserves,  which were posted as security for the purchaser to
claim any monetary damages as a result of any breach of the  representations and
warranties  made by the seller within one year after closing.  The sale resulted
in gain on disposition of investment in partnerships of $6,565,858 for financial
statement  purposes and in total gain of $11,060,421 for federal tax purposes in
2004. In accordance with the terms of the Partnership agreement, in January 2005
the Managing  General Partner was paid a disposition fee of $743,366  related to
the sale. The fee was accrued and netted against the related gain on disposition
of investment in partnerships at December 31, 2004.

                                Country Place II
                                ----------------

     On December  29,  2004,  the  Partnership's  interest  in Second  Blackburn
Limited Partnership (Country Place II) was sold. Gross cash proceeds received by
the Partnership in 2004 totaled $4,438,748.  In addition,  at December 31, 2004,
the Partnership  accrued  $328,275 for cash proceeds to be received in 2005 upon
the release of escrow reserves,  which were posted as security for the purchaser
to claim any monetary damages as a result of any breach of  representations  and
warranties  made by the seller within one year after closing.  The sale resulted
in gain on disposition of investment in partnerships of $4,288,096 for financial
statement  purposes and in total gain of $6,846,454  for federal tax purposes in
2004. In accordance with the terms of the Partnership agreement, in January 2005
the Managing  General Partner was paid a disposition fee of $467,042  related to
the sale. The fee was accrued and netted against the related gain on disposition
of investment in partnerships at December 31, 2004.

d.   Assets held for sale
     --------------------

                                   Chevy Chase
                                   -----------

     In December 2004, a contract for the sale of the property  related to Chevy
Chase was  signed.  Due to the  possible  sale of the  property  related  to the
Partnership's  investment in Chevy Chase, the  Partnership's  basis in the Local
Partnership,  along with net unamortized  acquisition fees and property purchase
costs,  which totaled  $812,584 and $992,626,  as of March 31, 2005 and December
31, 2004,  respectively,  has been  reclassified  to investments in partnerships
held for sale in the accompanying  balance sheets.  There is no assurance that a
sale of the property will occur.

                                       -7-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                                   (Unaudited)


3.   INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

                                  Mercy Terrace
                                  -------------

     A contract  for the sale of the  Partnership's  interest  in Mercy  Terrace
Associates  (Mercy  Terrace)  calls  for a  closing  in June,  2005.  Due to the
possible sale of the Partnership's  interest in Mercy Terrace, the Partnership's
basis in the Local Partnership,  which totaled $0, as of both March 31, 2005 and
December 31, 2004, has been reclassified to investments in partnerships held for
sale in the  accompanying  balance sheets.  There is no assurance that a sale of
the Partnership's interest in Mercy Terrace will occur.

                                    Westgate
                                    --------

     See Note 3.a., above.

                Four Winds West, Golden Acres, Orangewood Plaza,
                ------------------------------------------------
                         Posada Vallarta, and Troy Manor
                         -------------------------------

     In accordance  with its approved Plan of Liquidation and  Dissolution,  the
Partnership  is  actively  marketing  its  remaining  five  investments  in  the
following Local Partnerships:

     1)   Four Winds West Company, Ltd. (Four Winds West)

     2)   Chowchilla Elderly Associates, Ltd. (Golden Acres)

     3)   Orangewood Plaza Limited Partnership (Orangewood Plaza)

     4)   Posada Associates Limited Partnership (Posada Vallarta)

     5)   Troy Apartments Ltd. (Troy Manor)

Therefore, the Partnership has reclassified these five investments to investment
in  partnerships  held for sale in the  accompanying  balance sheet at March 31,
2005 and December 31, 2004, as follows.

<TABLE>
<CAPTION>

                                                    Net unamortized amount
                                  Investment       of acquisition fees and
     Investment                     basis          property purchase costs          Total
     ----------                   ----------       ------------------------        -------
     <S>                          <C>              <C>                             <C>
     1) Four Winds West            $     0                 $12,567                 $12,567
     2) Golden Acres                     0                       0                       0
     3) Orangewood Plaza                 0                       0                       0
     4) Posada Vallarta                  0                       0                       0
     5) Troy Manor                       0                       0                       0
                                   -------                 -------                 -------
                                   $     0                 $12,567                 $12,567
                                   =======                 =======                 =======

</TABLE>

There is no assurance that the sale of any or all of these five investments will
occur.

e.   Summarized financial information
     --------------------------------

          Combined  statements  of  operations  for the eight and  twelve  Local
     Partnerships in which the Partnership was invested as of March 31, 2005 and
     2004, respectively, follow. The combined statements have been compiled from
     information  supplied by the  management  agents of the  properties and are
     unaudited.  The information for each of the periods is presented separately
     for those Local Partnerships  which have positive  investment basis (equity
     method),  and for those Local  Partnerships which have cumulative losses in
     excess  of the  amount  of the  Partnership's  investments  in those  Local
     Partnerships  (equity  method  suspended).   Appended  after  the  combined
     statements is information concerning the Partnership's share of income from
     partnerships related to cash distributions  recorded as income, and related
     to the Partnership's share of income from Local Partnerships.

                                       -8-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                                   (Unaudited)


3.   INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued



                                                        -9-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                                   (Unaudited)


3. INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued


                                         COMBINED STATEMENTS OF OPERATIONS
                                                    (Unaudited)
<TABLE>
<CAPTION>

                                                                For the three months ended
                                                                         March 31,
                                                  -----------------------------------------------------------
                                                             2005                            2004
                                                  -----------------------------------------------------------
                                                    Equity                           Equity
                                                    Method        Suspended          Method        Suspended
                                                  ----------      ----------       ----------      ----------
         <S>                                      <C>             <C>              <C>             <C>
         Number of Local Partnerships                 2               6                4               8
                                                      =               =                =               =

         Revenue:
           Rental                                 $  553,581      $1,485,010       $1,465,404      $2,512,055
           Other                                      12,450          57,887           49,428          72,673
                                                  ----------      ----------       ----------      ----------

             Total revenue                           566,031       1,542,897        1,514,832       2,584,728
                                                  ----------      ----------       ----------      ----------

         Expenses:
           Operating                                 402,442         977,285          884,465       1,532,367
           Interest                                  (10,446)        538,270          213,731         943,917
           Depreciation and amortization              89,232         337,165          205,574         447,685
                                                  ----------      ----------       ----------      ----------

             Total expenses                          481,228       1,852,720        1,303,770       2,923,969
                                                  ----------      ----------       ----------      ----------

         Net income (loss)                        $   84,803      $ (309,823)      $  211,062      $ (339,241)
                                                  ==========      ==========       ==========      ==========

         Cash distributions                       $  273,327      $       --       $       --      $   23,135
                                                  ==========      ==========       ==========      ==========

         Cash distributions recorded
           as income                              $       --      $       --       $       --      $   23,135

         Partnership's share of
           Local Partnership net income               84,594              --          209,855              --
                                                  -----------------------------------------------------------

         Share of income from partnerships                $84,594                           $232,990
                                                          ========                          ========
</TABLE>

     Cash  distributions  received from Local Partnerships which have investment
basis (equity method) are recorded as a reduction of investments in partnerships
and as cash  receipts  on the  respective  balance  sheets.  Cash  distributions
received from Local  Partnerships  which have cumulative losses in excess of the
amount of the  Partnership's  investments  in those Local  Partnerships  (equity
method  suspended)  are  recorded  as share of income from  partnerships  on the
respective  statements  of  operations  and as cash  receipts on the  respective
balance  sheets.  As of March 31,  2005 and  2004,  the  Partnership's  share of
cumulative  losses  to date  for six of eight  and  eight  of the  twelve  Local
Partnerships, respectively, exceeded the amount of the Partnership's investments
in those Local Partnerships by $19,991,357 and $20,571,980, respectively. As the
Partnership has no further  obligation to advance funds or provide  financing to
these  Local  Partnerships,  the excess  losses have not been  reflected  in the
accompanying financial statements.


                                      -10-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                                   (Unaudited)


4.   RELATED PARTY TRANSACTIONS

     In accordance with the terms of the Partnership Agreement,  the Partnership
is obligated to reimburse the Managing  General  Partner for its direct expenses
in connection with managing the  Partnership.  The Partnership  paid $78,451 and
$64,294 for the three month periods ended March 31, 2005 and 2004, respectively,
to the Managing General Partner as direct  reimbursement of expenses incurred on
behalf  of  the   Partnership.   Such  expenses  are  included  in  general  and
administrative expenses in the accompanying statements of operations.

     In accordance with the terms of the Partnership Agreement,  the Partnership
is obligated to pay the Managing General Partner an annual incentive  management
fee  (Management  Fee) after all other expenses of the Partnership are paid. The
Partnership  paid the Managing  General  Partner a Management Fee of $62,499 for
each of the three month periods ended March 31, 2005 and 2004.

     In  accordance  with the  terms of a  Definitive  Proxy  Statement  for the
Liquidation and Dissolution of the Partnership,  which was approved on March 22,
2004,  by holders of a majority of the Units of Limited  Partner  Interest,  the
Managing  General  Partner  may  receive  property  disposition  fees  from  the
Partnership  on the same  basis  as such  fees  may  currently  be paid to Local
General  Partners,  real  estate  brokers or other  third  party  intermediaries
employed  to sell  Partnership  properties,  to the extent  that CRI markets and
sells the Partnership's  properties  instead of such persons.  In addition,  the
Managing General Partner may receive a partnership liquidation fee in the amount
of $500,000,  payable  only if the Managing  General  Partner is  successful  in
liquidating all of the Partnership's  investments within 36 months from the date
the liquidation is approved,  in recognition  that one or more of the properties
in which the Partnership  holds an interest might not be saleable to parties not
affiliated with the respective Local  Partnership due to the amount and/or terms
of their current indebtedness.

                                      # # #

                                      -11-

<PAGE>
Part I. FINANCIAL INFORMATION
Item 2. Management's Discussion Analysis of Financial Condition
          and Results of Operations


     Capital  Realty  Investors-II   Limited   Partnership's  (the  Partnership)
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  section  is  based  on  the  financial   statements,   and  contains
information  that  may  be  considered  forward  looking,  including  statements
regarding  the effect of  governmental  regulations.  Actual  results may differ
materially from those  described in the forward  looking  statements and will be
affected  by  a  variety  of  factors  including  national  and  local  economic
conditions,  the  general  level of  interest  rates,  governmental  regulations
affecting  the  Partnership  and  interpretations  of  those  regulations,   the
competitive  environment in which the Partnership operates, and the availability
of working capital.

                          Critical Accounting Policies
                          ----------------------------

     The  Partnership has disclosed its selection and application of significant
accounting  policies in Note 1 of the notes to financial  statements included in
the  Partnership's  annual  report on Form  10-KSB at  December  31,  2004.  The
Partnership accounts for its investments in partnerships (Local Partnerships) by
the equity  method  because the  Partnership  is a limited  partner in the Local
Partnerships.  As such the  Partnership  has no control over the  selection  and
application  of  accounting  policies,  or the use of  estimates,  by the  Local
Partnerships.  Environmental  and operational  trends,  events and uncertainties
that  might  affect the  properties  owned by the Local  Partnerships  would not
necessarily have a significant  impact on the  Partnership's  application of the
equity method of accounting,  since the equity method has been suspended for six
Local  Partnerships  which have cumulative losses in excess of the amount of the
Partnership's investments in those Local Partnerships.

                          New Accounting Pronouncement
                          ----------------------------

     In December  2003,  the Financial  Accounting  Standards  Board issued FASB
Interpretation  No. 46  (revised  December  2003) (FIN 46-R),  Consolidation  of
Variable  Interest  Entities.  FIN 46-R clarifies the  application of Accounting
Research Bulletin 51, Consolidated  Financial  Statements,  for certain entities
that do not  have  sufficient  equity  at risk for the  entity  to  finance  its
activities without additional  subordinated financial support from other parties
or in which equity  investors do not have the  characteristics  of a controlling
financial interest  ("variable interest  entities").  Variable interest entities
within  the  scope of FIN 46-R  will be  required  to be  consolidated  by their
primary  beneficiary.  The primary  beneficiary of a variable interest entity is
determined  to be the party that  absorbs a majority  of the  entity's  expected
losses,  receives a majority of its  expected  returns,  or both.  The  Managing
General  Partner has  evaluated the  partnerships  in which the  Partnership  is
invested and has determined that they are not variable interest entities subject
to consolidation by the Partnership under the provisions of FIN 46-R.

                       Plan of Liquidation and Dissolution
                       -----------------------------------

     On February 4, 2004, the Partnership  filed a Definitive  Proxy  Statement,
pursuant to Section  14(a) of the  Securities  Exchange Act of 1934,  to solicit
consent for, among other things, the sale of all of the Partnership's assets and
the  dissolution  of the  Partnership  pursuant  to a Plan  of  Liquidation  and
Dissolution.  As of the voting  deadline,  March 22, 2004, the holders of 28,699
units of limited partner interest (57.6%) voted "for" such sale and dissolution.
See Note 3 of the notes to  financial  statements  contained  in Part I, Item 1,
hereof,  for additional  information  concerning  the sale of the  Partnership's
limited partner interests in four Local Partnerships in 2004.

                                      -12-

<PAGE>
Part I. FINANCIAL INFORMATION
Item 2. Management's Discussion Analysis of Financial Condition
          and Results of Operations - Continued

                                     General
                                     -------

     Some of the rental properties owned by the Local  Partnerships are financed
by state housing agencies.  The Managing General Partner has sold or refinanced,
and will continue to sell or refinance,  certain properties pursuant to programs
developed by these agencies.  These programs may include opportunities to sell a
property to a qualifying  purchaser  who would agree to maintain the property as
low to  moderate  income  housing,  or to  refinance  a  property,  or to obtain
supplemental  financing.  The  Managing  General  Partner  continues  to monitor
certain state  housing  agency  programs,  and/or  programs  provided by certain
lenders, to ascertain whether the properties would qualify within the parameters
of a given  program and whether  these  programs  would  provide an  appropriate
economic benefit to the Limited Partners of the Partnership.

     Some of the rental properties owned by the Local Partnerships are dependent
on the receipt of  project-based  Section 8 Rental Housing  Assistance  Payments
(HAP)  provided by the U.S.  Department of Housing and Urban  Development  (HUD)
pursuant  to Section 8 HAP  contracts.  Current  legislation  allows all expired
Section 8 HAP contracts  with rents at less than 100% of fair market rents to be
renewed for up to one year.  Expiring  Section 8 HAP  contracts  with rents that
exceed  100% of fair market  rents  could be renewed for up to one year,  but at
rents  reduced  to 100% of fair  market  rents  (Mark-to-Market).  All  expiring
Section 8 HAP  contracts  with rents  exceeding  comparable  market  rents,  and
properties  with mortgage  loans insured by the Federal  Housing  Administration
(FHA), became subject to the Mark-to-Market legislation.

     Mark-to-Market (M2M) implementation will reduce rental income at properties
that are currently  subsidized  at  higher-than-market  rental  rates,  and will
therefore  lower cash flow  available to meet  mortgage  payments and  operating
expenses.  In some instances,  a property will be able to meet its existing debt
service  payments  after the  reduction  in rental  income.  In this  case,  the
property  may enter  the M2M  "Lite"  program,  which  would not  require a debt
restructuring.  In the remaining  instances,  the affected  property may undergo
debt restructuring  according to terms determined by an individual  property and
operations  evaluation.  This would  involve  reducing the first  mortgage  loan
balance to an amount  supportable  by the  property's  operations,  taking  into
account the property's operating expenses and reduced income. The balance of the
amount  written  down from the  first  mortgage  loan  would be  converted  to a
non-performing but accruing (soft) second mortgage loan. When the existing first
mortgage loan is bifurcated  into a first and second  mortgage  loan,  the newly
created second  mortgage loan will accrue  interest at a below-market  rate. The
Internal  Revenue  Service issued a ruling in July 1998, that concluded that the
below-market  rate of interest would not generate  additional  ordinary  income.
Each property subject to M2M will be affected in a different  manner,  and it is
difficult  to  predict  the  exact  form  of  restructuring,  or  potential  tax
liabilities to the Limited Partners, at this time. All properties, upon entering
the M2M program  (excluding  M2M Lite),  are required to enter into an agreement
restricting the property's use to affordable housing for 30 years.

     Finally, under HUD's "Mark-up-to-Market"  program, properties with expiring
Section 8 HAP  contracts  that are located in high-rent  areas as defined by HUD
are eligible for rent increases  which would be necessary to bring Section 8 HAP
contract  rents in line with market rate rents.  For  properties  that enter the
program and have interest rate  subsidized FHA loans,  the rents are adjusted to
take into  account  the  benefits  the  property is already  receiving  from the
below-market  interest rate by means of a HUD-determined  adjustment factor. The
purpose of this program is to provide  incentives to owners of  properties  with
expiring  Section 8 HAP contracts not to convert these properties to market rate
housing.

                                      -13-

<PAGE>
Part I. FINANCIAL INFORMATION
Item 2. Management's Discussion Analysis of Financial Condition
          and Results of Operations - Continued

     In return for  receiving  market  rate rents under  Mark-up-to-Market,  the
property  owner must enter into a five year  conditional  Section 8 HAP contract
with HUD,  subject  to the  annual  availability  of  funding  by  Congress.  In
addition,  property  owners who enter into the  Mark-up-to-  Market  program may
receive  increased  cash flow as the limited  dividend  will be  increased in an
amount equal to the increase in gross rental revenues.

     Troy Manor  Associates  (Troy Manor) has a Section 8 HAP contract  covering
100%  of  its  apartment  units  which  expires  in  October  2005.  Troy  Manor
anticipates  a one-year  renewal of its Section 8 HAP  Contract  at  expiration.
Chevy Chase Park, Ltd. (Chevy Chase) has a Section 8 HAP contract  covering 100%
of its  apartment  units which  expired in September  2000.  The Local  Managing
General Partner entered Chevy Chase into the  Mark-up-to-Market  program at that
time,  for a five  year  term.  The  Section  8 HAP  contract  has been  renewed
annually.  Chevy Chase is under  contract  for sale,  with  closing  expected in
mid-2005.  There can be no assurance that the property will be sold. As of March
31, 2005,  the carrying  amount of the  Partnership's  investments  in two Local
Partnerships  with  Section 8 HAP  contracts  expiring in the next 12 months was
$812,584.

     The Managing  General  Partner  continues to seek  strategies  to deal with
affordable  housing  requirements.  While the Managing  General  Partner  cannot
predict the  outcome for any  particular  property  at this time,  the  Managing
General  Partner will  continue to work with the Local  Partnerships  to develop
strategies that maximize the benefits to investors.

                          Financial Condition/Liquidity
                          -----------------------------

     The Partnership's liquidity, with unrestricted cash resources of $4,610,831
as of March 31, 2005, along with anticipated  future cash distributions from the
Local  Partnerships,  is  expected  to be  adequate  to  meet  its  current  and
anticipated  operating  cash needs.  As of May 10, 2005,  there were no material
commitments for capital  expenditures.  The Managing  General Partner  currently
intends  to retain all of the  Partnership's  remaining  undistributed  cash for
operating  cash  reserves  pending  further  distributions  under  its  Plan  of
Liquidation and Dissolution.

     The Partnership's  remaining  obligation with respect to its investments in
Local  Partnerships,  in the form of a  nonrecourse  purchase  money  note which
matured  September 1, 2003, has a principal  balance of $1,400,000  plus accrued
interest of  $2,783,762  as of March 31,  2005,  and is payable in full upon the
earliest  of: (i) sale or  refinancing  of the  respective  Local  Partnership's
rental  property;  (ii) payment in full of the  respective  Local  Partnership's
permanent loan; or (iii) maturity.

     The  purchase  money note,  which is  nonrecourse  to the  Partnership,  is
secured by the Partnership's  interest in the Westgate Local Partnership,  which
owns Westgate Tower Apartments (Westgate). The underlying property does not have
sufficient appreciation and equity to enable the Partnership to pay the purchase
money note's  principal and accrued  interest.  In conjunction with the approved
Plan of Liquidation and  Dissolution of the  Partnership,  the Managing  General
Partner is actively  marketing Westgate for sale. The noteholders have agreed to
accept the  proceeds of such sale as a discounted  payoff of the purchase  money
note's  principal and accrued  interest.  The discounted  payoff would result in
cancellation  of  indebtedness  income to the Limited  Partners,  which would be
taxed at a federal tax rate of up to 35 percent.  There can be no assurance that
a sale of Westgate and discounted payoff of the purchase money note will occur.

     The Managing  General Partner has received  consent from a majority of Unit
Holders  for the  liquidation  of the  Partnership.  (See Note 2 of the notes to
financial  statements  contained in Part I, Item 1,  hereof.) It is  anticipated
that  the  Partnership's  obligation,  discussed  above,  would  be  retired  in
conjunction  with  such  Liquidation.   There  can  be  no  assurance  that  the
Liquidation  will  be  completed   pursuant  to  the  Plan  of  Liquidation  and
Dissolution.


                                      -14-

<PAGE>
Part I. FINANCIAL INFORMATION
Item 2. Management's Discussion Analysis of Financial Condition
          and Results of Operations - Continued

     The Partnership closely monitors its cash flow and liquidity position in an
effort to ensure that sufficient  cash is available for operating  requirements.
For the three month period ended March 31,  2005,  the receipt of  distributions
from Local Partnerships was adequate to support operating cash requirements. The
primary  use  of  cash  in  operating  activities  was  to  pay  management  and
professional  fees,  and  general  and  administrative  expenses.  Cash and cash
equivalents  decreased $10,700,735 during the three month period ended March 31,
2005,  primarily as a result of a distribution to Additional Limited Partners in
January 2005, and the payment of accrued disposition fee.

     On January 31, 2005, the Partnership made a cash distribution of $9,582,720
($192 per Unit) to Limited  Partners  who were  holders of record as of December
31, 2004. The distribution  consisted of proceeds received from the sales of the
Partnership's  interests in  Arrowhead,  Moorings,  Country  Place I and Country
Place II.

                              Results of Operations
                              ---------------------

     The Partnership recognized net income of $19,774 for the three month period
ended March 31,  2005,  compared to net income of $21,676 for the  corresponding
period in 2004, primarily due to a decrease in share of income from partnerships
and an increase in general and administrative  expenses,  partially offset by an
increases in  additional  gain on  disposition  of  investment  in  partnerships
related to  Arrowhead  and  Moorings  and in interest  revenue and  decreases in
professional  fees and  amortization  of  deferred  costs.  Share of income from
partnerships  decreased due to the sale of the  Partnership's  interests in four
Local Partnerships  during 2004.  General and administrative  expenses increased
primarily due to higher reimbursed payroll costs. Interest revenue increased due
to  higher  cash  and  cash  equivalent  balances,  and  higher  rates  in 2005.
Professional  fees  decreased  due to lower  legal  expenses  due to proxy costs
incurred in 2004, but not in 2005.  Amortization  of deferred costs decreased to
$0 since all of the  Partnership's  investments in Local  Partnerships  had been
reclassified to investment in partnerships held for sale by the end of 2004.

     For financial reporting purposes, the Partnership,  as a limited partner in
the Local  Partnerships,  does not record losses from the Local  Partnerships in
excess of its  investment  to the  extent  that the  Partnership  has no further
obligation to advance funds or provide financing to the Local Partnerships. As a
result, the Partnership's  share of income from partnerships for the three month
periods  ended March 31, 2005 and 2004,  did not include  losses of $304,393 and
$332,131,  respectively.  A  distribution  of $23,135,  received  from one Local
Partnership  during the three month period  ended March 31, 2004,  and which had
cumulative  losses  in  excess  of the  Partnership's  investment  in the  Local
Partnership  (equity  method  suspended),  was  recorded  as an  increase in the
Partnership's share of income from partnerships when received.

     No other  significant  changes in the  Partnership's  operations have taken
place during the three month period ended March 31, 2005.


                                      -15-

<PAGE>
Part I. FINANCIAL INFORMATION
Item 3. Controls and Procedures

     In  May  2005,  representatives  of the  Managing  General  Partner  of the
Partnership  carried out an  evaluation of the  effectiveness  of the design and
operation of the Partnership's  disclosure controls and procedures,  pursuant to
Exchange Act Rules  13a-15 and 15d-15.  The  Managing  General  Partner does not
expect that the  Partnership's  disclosure  controls and procedures will prevent
all error and all fraud.  A control  system,  no matter how well  conceived  and
operated,  can provide only  reasonable  assurance  that the  objectives  of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource  constraints,  and the benefits of controls must be
considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control issues have been detected.  These inherent  limitations  include the
realities that judgments in  decision-making  can be faulty, and that breakdowns
can occur  because  of simple  error or  mistake.  The  design of any  system of
controls also is based in part upon certain  assumptions about the likelihood of
future  events,  and there can be no  assurance  that any design will succeed in
achieving its stated goals under all  potential  future  conditions.  Over time,
controls may become inadequate  because of changes in conditions,  or the degree
of compliance  with the policies or procedures may  deteriorate.  Because of the
inherent  limitations in a cost-effective  control system,  misstatements due to
error or fraud may occur and not be detected.  Based on the May 2005 evaluation,
and subject to the  foregoing,  the  Principal  Executive  Officer and Principal
Financial  Officer  concluded  that the  Partnership's  disclosure  controls and
procedures  are effective as of the end of the period  covered by this report to
alert  them in a timely  manner  to any  material  information  relating  to the
Partnership that must be included in the Partnership's periodic SEC filings, and
particularly  during  the  period in which  this  report is being  prepared.  In
addition,  there have been no significant changes in the Partnership's  internal
control over financial  reporting that occurred  during the  Partnership's  most
recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Partnership's internal control over financial reporting.


Part II. OTHER INFORMATION
Item 3. Defaults Upon Senior Securities

     See Note 3.a. of the notes to  financial  statements  contained  in Part I,
Item 1, hereof,  for  information  concerning the  Partnership's  default on one
purchase money note.


Item 5. Other Information

     a.   There  has not been any  information  required  to be  disclosed  in a
          report on Form 8-K during the quarter  ended March 31,  2005,  but not
          reported,  whether or not  otherwise  required  by this Form 10-QSB at
          March 31, 2005.

     b.   There is no  established  market for the purchase and sale of units of
          additional  limited  partner  interest  (Units)  in  the  Partnership,
          although various informal  secondary market services exist. Due to the
          limited markets, however, investors may be unable to sell or otherwise
          dispose of their Units.

                             Registered Tender Offer
                             -----------------------

          On January 23, 2004,  Equity  Resource Fund XXII (Equity)  initiated a
          registered  tender  offer to purchase  up to 5,000 of the  outstanding
          Units in the  Partnership at a price of $175 per Unit;  the offer,  as
          extended,  expired  March 23,  2004.  Aside from its  limited  partner
          interests  in  the  Partnership,   Equity  is  unaffiliated  with  the
          Partnership  or the Managing  General  Partner.  The price offered was
          determined solely at the discretion of Equity and does not necessarily
          represent the fair market value of each Unit.

          In response to the registered  tender offer,  on February 4, 2004, the
          Managing  General Partner filed Schedule  14D-9.  In that filing,  the
          Managing General Partner  recommended that Limited Partners reject the
          offer because it viewed the offer price as inadequate.

                                      -16-

<PAGE>
Part II. OTHER INFORMATION
Item 5. Other Information - Continued


                           Unregistered Tender Offers
                           --------------------------

          On January 26,  2004,  Peachtree  Partners  (Peachtree)  initiated  an
          unregistered  tender  offer to  purchase up to 4.9%  (including  1,525
          Units or 3.1%,  already owned by affiliates) of the outstanding  Units
          in the  Partnership at a price of $175 per Unit less a transfer fee of
          $100 per investor;  the offer  expired March 23, 2004.  Aside from its
          limited   partner   interests   in  the   Partnership,   Peachtree  is
          unaffiliated with the Partnership or the Managing General Partner. The
          price offered was determined solely at the discretion of Peachtree and
          does not necessarily represent the fair market value of each Unit.


          In its  Definitive  Proxy  Statement,  dated  February  4,  2004,  the
          Managing General Partner  recommended that Limited Partners reject the
          unregistered  tender  offer  because  it  viewed  the  offer  price as
          inadequate.

                                Cash Distribution
                                -----------------

          On January 31,  2005,  the  Partnership  made a cash  distribution  of
          $9,582,720  ($192 per Unit) to Limited  Partners  who were  holders of
          record as of December 31, 2004. The distribution consisted of proceeds
          received from the sales of the  Partnership's  interests in Arrowhead,
          Moorings, Country Place I and Country Place II.

     Effective at close of business on May 10,  2005,  the  Principal  Financial
Officer and Principal  Accounting Officer (one individual) of C.R.I.,  Inc. (the
Managing  General  Partner  of the  Registrant)  resigned.  The  duties of these
positions have been assumed by H. William  Willoughby.  Mr.  Willoughby has held
the  office of  President  of CRI since  1990 and has also  served as one of its
Directors. He has no employment contract.

     There has not been any information  required to be disclosed in a report on
Form 8-K during the quarter ended March 31, 2005,  but not  reported,  except as
set forth above, because the triggering event occurred within four business days
of the filing of this Form 10-QSB


Item 6. Exhibits

Exhibit No.   Description
-----------   -----------

   31.1       Certification  of  Principal  Executive  Officer,  pursuant to 18
              U.S.C.  Section 1350,  as adopted  pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

   31.2       Certification  of  Principal  Financial  Officer,  pursuant to 18
              U.S.C.  Section 1350,  as adopted  pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

   32         Certification  of  Principal   Executive  Officer  and  Principal
              Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   99         Schedule  13D,  dated July 2, 2004.  (Incorporated  by  reference
              thereto.)

All other Items are not applicable.

                                      -17-

<PAGE>
                                    SIGNATURE

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                  CAPITAL REALTY INVESTORS-II LIMITED
                                    PARTNERSHIP
                                  ----------------------------------------------
                                  (Registrant)

                                  by:  C.R.I., Inc.
                                       -----------------------------------------
                                       Managing General Partner




May 10, 2005                          by:  /s/ H. William Willoughby
------------                               -------------------------------------
DATE                                       H. William Willoughby,
                                             Director, President,
                                             and Secretary

                                      -18-