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



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

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



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

     For the Quarterly Period Ended March 31, 2009

                                       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 NUMBER 0-11973

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


                           CAPITAL REALTY INVESTORS-II
                               LIMITED PARTNERSHIP

            Maryland                                     52-1321492
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


11200 Rockville Pike, Rockville, Maryland                    20852
(Address of principal executive offices)                   (Zip Code)


                                 (301) 468-9200
              (Registrant's telephone number, including area code)


                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)


     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 a large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See definition of "large accelerated  filer,"  "accelerated  filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_|   Accelerated filer         |_|
Non-accelerated filer   |_|   Smaller reporting company |X|

     Indicate  by check mark  whether  the  Registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).
Yes    |_|        No       |X|

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



                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 2009



                                                                           Page

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets
           - March 31, 2009 and December 31, 2008.........................  1

         Statements of Operations and Accumulated Losses
           - for the three months ended March 31, 2009 and 2008...........  2

         Statements of Cash Flows
           - for the three months ended March 31, 2009 and 2008...........  3

         Notes to Financial Statements
           - March 31, 2009 and 2008......................................  4

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations......................................  9

Item 4.  Controls and Procedures.......................................... 11


Part II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities.................................. 12

Item 5.  Other Information................................................ 12

Item 6.  Exhibits......................................................... 12

Signature................................................................. 13


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


                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                        March 31,     December 31,
                                                                                          2009            2008
                                                                                      ------------    ------------
                                                                                       (Unaudited)
<S>                                                                                   <C>             <C>
Investment in partnership held for sale or transfer ...............................   $    447,490    $    436,484
Cash and cash equivalents .........................................................      3,968,310       4,137,701
Other assets ......................................................................          1,206           4,559
                                                                                      ------------    ------------

    Total assets ..................................................................   $  4,417,006    $  4,578,744
                                                                                      ============    ============


                                                  LIABILITIES AND PARTNERS' CAPITAL




Due on investment in partnership ..................................................   $  1,400,000    $  1,400,000
Accrued interest payable ..........................................................      3,287,762       3,256,262
Accounts payable and accrued expenses .............................................         62,905          64,927
                                                                                      ------------    ------------

    Total liabilities .............................................................      4,750,667       4,721,189
                                                                                      ------------    ------------

Commitments and contingencies

Partners' deficit:

  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 ...........................................    (34,752,903)    (34,752,903)
  Offering costs ..................................................................     (5,278,980)     (5,278,980)
  Accumulated losses ..............................................................    (10,318,778)    (10,127,562)
                                                                                      ------------    ------------

    Total partners' deficit .......................................................       (333,661)       (142,445)
                                                                                      ------------    ------------

    Total liabilities and partners' deficit .......................................   $  4,417,006    $  4,578,744
                                                                                      ============    ============
</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,
                                                                     ----------------------------
                                                                          2009           2008
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
Share of income (loss) from partnership ..........................   $     11,006    $        (46)
                                                                     ------------    ------------

Other revenue and expenses:

  Revenue:
    Interest .....................................................          7,656          45,286
                                                                     ------------    ------------

  Expenses:
    General and administrative ...................................         80,230          71,128
    Management fee ...............................................         62,499          62,499
    Interest .....................................................         31,500          31,500
    Professional fees ............................................         35,649          23,175
                                                                     ------------    ------------

                                                                          209,878         188,302
                                                                     ------------    ------------

      Total other revenue and expenses ...........................       (202,222)       (143,016)
                                                                     ------------    ------------

Net loss .........................................................       (191,216)       (143,062)

Accumulated losses, beginning of period ..........................    (10,127,562)     (9,652,787)
                                                                     ------------    ------------

Accumulated losses, end of period ................................   $(10,318,778)   $ (9,795,849)
                                                                     ============    ============


Net loss allocated to General Partners (1.51%) ...................   $     (2,887)   $     (2,160)
                                                                     ============    ============

Net loss allocated to Initial and Special Limited Partners (1.49%)   $     (2,849)   $     (2,132)
                                                                     ============    ============

Net loss allocated to Additional Limited Partners (97%) ..........   $   (185,480)   $   (138,770)
                                                                     ============    ============

Net loss per unit of Additional Limited Partner Interest,
  Based on 49,910 units outstanding ..............................   $      (3.72)   $      (2.78)
                                                                     ============    ============

</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,
                                                                                --------------------------
                                                                                   2009            2008
                                                                                -----------    -----------
<S>                                                                             <C>            <C>
Cash flows from operating activities:
  Net loss ..................................................................   $  (191,216)   $  (143,062)

  Adjustments to reconcile net loss to net cash used in operating activities:
    Share of (income) loss from partnership .................................       (11,006)            46

    Changes in assets and liabilities:
      Decrease in other assets ..............................................         3,353         18,605
      Increase in accrued interest payable ..................................        31,500         31,500
      Decrease in accounts payable and accrued expenses .....................        (2,022)        (3,757)
                                                                                -----------    -----------

        Net cash used in operating activities ...............................      (169,391)       (96,668)
                                                                                -----------    -----------

Net decrease in cash and cash equivalents ...................................      (169,391)       (96,668)

Cash and cash equivalents, beginning of period ..............................     4,137,701      4,588,111
                                                                                -----------    -----------

Cash and cash equivalents, end of period ....................................   $ 3,968,310    $ 4,491,443
                                                                                ===========    ===========
</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, 2009 and 2008

                                   (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, 2009,  and the results of its operations and its cash flows for the
three month periods ended March 31, 2009 and 2008. The results of operations for
the interim period ended March 31, 2009, 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 (US GAAP) and with the  instructions to Form 10-Q.  Certain  information
and accounting policies and footnote  disclosures normally included in financial
statements  prepared in conformity  with US GAAP 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-K at December 31, 2008.


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 increased 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");

(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

                                       -4-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2009 and 2008

                                   (Unaudited)


2.   PLAN OF LIQUIDATION AND DISSOLUTION - Continued

(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 maters 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 per              27,975       56.1%       1,767         3.5%          489         1.0%        30,231      60.6%

</TABLE>


     The  Partnership  was not  liquidated  within 36 months  from the  approved
liquidation  date of March 22, 2004,  therefore no liquidation  fee was taken by
the Partnership.  The Managing General Partner is continuing towards liquidation
of all the Partnership's investments.

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


3. INVESTMENT IN PARTNERSHIP

a.   Due on investment 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


                                       -5-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2009 and 2008

                                   (Unaudited)


3.   INVESTMENT IN PARTNERSHIP - Continued

included   principal  and  accrued   interest  of  $1,400,000  and   $2,584,492,
respectively.  As of May 7, 2009,  principal and accrued  interest of $1,400,000
and $3,300,103, respectively, were due. In conjunction with the approved Plan of
Liquidation and Dissolution of the Partnership, the Managing General Partner and
the representatives of the purchase money noteholders have signed a contract for
the assignment of the Partnership's  interest in Westgate in satisfaction of the
purchase  money  note's  principal  and  accrued  interest.  The  gain  on  this
assignment  would be taxed at a federal tax rate of up to 35 percent.  There can
be no assurance that a transfer of Westgate will occur.

     Interest  expense on the  Partnership's  Westgate  purchase  money note was
$31,500 for each of the three month periods  ended March 31, 2009 and 2008.  The
accrued interest payable on the purchase money note of $3,287,762 and $3,256,262
as of March 31, 2009 and December 31, 2008, respectively, is in default.

     Due to the possible transfer of Westgate,  the  Partnership's  basis in the
Local Partnership, along with the net unamortized amount of acquisition fees and
property  purchase  costs,  which totaled  $447,490 and $436,484 as of March 31,
2009 and December 31, 2008, respectively, has been reclassified to investment in
partnership held for sale or transfer in the accompanying balance sheets.

b.   Asset held for sale or transfer
     -------------------------------

                                    Westgate
                                    --------

     See Note 3.a., above.

c.   Summarized financial information
     --------------------------------

     Statements  of  operations  for the one  Local  Partnership  in  which  the
Partnership  was invested as of March 31, 2009 and 2008 follow.  The  statements
have been  compiled from  information  supplied by the  management  agent of the
property  and are  unaudited.  Appended  after  the  statements  is  information
concerning the Partnership's share of income from the Local Partnership.

                                       -6-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2009 and 2008

                                   (Unaudited)


3.   INVESTMENT IN PARTNERSHIP - Continued


                        COMBINED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                For the three months ended
                                                         March 31,
                                              -------------------------------
                                                  2009                2008
                                              -----------         -----------
                                                 Equity              Equity
                                                 Method              Method
                                              -----------         -----------
Number of Local Partnerships                        1                   1
                                                    =                   =

Revenue:
  Rental                                        $171,047            $ 175,497
  Other                                           10,002                7,095
                                                --------            ---------

    Total revenue                                181,049              182,592
                                                --------            ---------

Expenses:
  Operating                                      142,117              151,593
  Interest                                       (12,225)              (9,753)
  Depreciation and amortization                   39,925               40,800
                                                --------            ---------

    Total expenses                               169,817              182,640
                                                --------            ---------

Net income (loss)                               $ 11,232            $     (48)
                                                ========            =========

Partnership's share of
  Local Partnership net income (loss)             11,006                  (46)
                                                --------            ---------

Share of income (loss) from partnerships        $ 11,006            $     (46)
                                                ========            =========


4.   RELATED PARTY TRANSACTIONS

     In accordance with the terms of the Partnership Agreement,  the Partnership
is obligated to reimburse the Managing  General  Partner or its  affiliates  for
direct expenses in connection with managing the Partnership. For the three month
periods ended March 31, 2009 and 2008, the Partnership paid $49,737 and $43,682,
respectively.  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, 2009 and 2008.


                                       -7-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2009 and 2008

                                   (Unaudited)


4.   RELATED PARTY TRANSACTIONS - Continued

     Pursuant to approval of the Partnership's Consent Solicitation Statement on
March 22, 2004, the Managing General Partner is eligible to receive a fee of not
more than five percent of the sale price of an investment in a Local Partnership
or the  property  it owns,  payable  upon the sale of an  investment  in a Local
Partnership or the property it owns, to the extent the Managing  General Partner
markets and sells a property  instead of a real estate broker or unrelated Local
General  Partner.  The  disposition  fee on sales of  partnership  interests (as
opposed to sales of real  property) is  calculated  as up to five percent of the
imputed sale price, which is the amount the Local  Partnership's  property would
have to be sold for to produce the same  distribution  to the  investors  as the
sale of the partnership interests.

     In addition,  the Managing  General Partner was authorized  pursuant to the
approved proxy statement 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 was approved.  As the liquidation was not completed by March 22,
2007, the Managing General Partner did not earn the liquidation fee.


5.   CASH CONCENTRATION RISK

     Financial   instruments  that   potentially   subject  the  Partnership  to
concentrations of risk consist primarily of cash. The Partnership maintains four
cash accounts.  As of March 31, 2009, the uninsured portion of the cash balances
was $4,156,476.

                          Number of      Bank Balance    Insured     Uninsured
        Bank              Accounts         03/31/09      03/31/09     03/31/09
----------------------    --------       ------------    --------    ----------

Dreyfus Inst Preferred
  Money Market Fund           2          $4,156,000      $0          $4,156,000

SunTrust Bank                 2          $18,476         $18,000     $476

                                      # # #


                                       -8-

<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  Form10-K  at  December  31,  2008.  The
Partnership   accounts  for  its  remaining  investment  in  partnership  (Local
Partnership)  using the  equity  method  because  the  Partnership  is a limited
partner in the Local  Partnership.  As such, the Partnership has no control over
the selection and application of accounting  policies,  or the use of estimates,
by the Local  Partnership.  Environmental  and  operational  trends,  events and
uncertainties  that might  affect the  property  owned by the Local  Partnership
would not necessarily have a significant impact on the Partnership's application
of the equity method of accounting.

                       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.

                                     General
                                     -------

     The  Managing  General  Partner has sold  certain  properties  by utilizing
opportunities  presented by federal  affordable housing  legislation,  favorable
financing  terms  and  preservation  incentives  available  to  tax  credit  and
not-for-profit  purchasers.  The remaining  rental  property  owned by the Local
Partnership  is financed by a state housing  agency.  Programs  developed by the
agency may include  opportunities  to sell a property to a qualifying  purchaser
who would agree to maintain the property as low to moderate income housing.  The
Managing  General  Partner  continues to monitor  certain state  housing  agency
programs,  and/or programs provided by certain lenders, to ascertain whether the
property  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.  However, it appears unlikely that a sale under any
of the agency's  current  programs would produce  sufficient cash to pay off the
Partnership's  purchase  money  note  secured  by  its  interest  in  the  Local
Partnership.


                                       -9-

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


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

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

     The Partnership's liquidity, with unrestricted cash resources of $3,968,310
as of March 31,  2009,  is  expected  to be  adequate  to meet its  current  and
anticipated  operating  cash  needs.  As of May 7, 2009,  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 investment in
Westgate Tower Limited Dividend Housing Associates (Westgate),  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 $3,287,762 as of March 31, 2009,
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. 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 and
the representatives of the purchase money noteholders have signed a contract for
the assignment of the Partnership's  interest in Westgate in satisfaction of the
purchase  money  note's  principal  and  accrued  interest.  The  gain  on  this
assignment  would be taxed at a federal tax rate of up to 35 percent.  There can
be no assurance that a transfer of Westgate 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.

     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, 2009,  existing  cash  resources  was
adequate  to support  operating  cash  requirements.  Cash and cash  equivalents
decreased $169,391 during the three month period ended March 31, 2009, primarily
due to operating expenses paid in cash.

                                      -10-

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


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

     The  Partnership's net loss for the three month period ended March 31, 2009
increased from the corresponding  period in 2008, primarily due to a decrease in
interest  revenue and  increases  in general  and  administrative  expenses  and
professional  fees,  partially  offset by an  increase  in share of income  from
partnership.  Interest  revenue  decreased due to lower cash and cash equivalent
balances  and  interest  rates  in 2009.  General  and  administrative  expenses
increased  primarily due to higher reimbursed  payroll costs.  Professional fees
increased due to higher audit costs. Share of income from partnership  increased
primarily due to lower operating expenses at Westgate.

     No other  significant  changes in the  Partnership's  operations have taken
place during the three month period ended March 31, 2009.

     Certain  states may assert claims  against the  Partnership  for failure to
withhold and remit state income tax on operating  profit or where the sale(s) of
property in which the Partnership was invested failed to produce sufficient cash
proceeds  with  which to pay the state tax and/or to pay  statutory  partnership
filing fees. The  Partnership is unable to quantify the amount of such potential
claims at this time. The Partnership has consistently  advised its Partners that
they  should  consult  with their tax  advisors  as to the  necessity  of filing
non-resident  returns in such states with  respect to their  proportional  taxes
due.


Item 4. Controls and Procedures

     In April  2009,  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 such  evaluation,  our
principal  executive officer and principal financial officer have concluded that
as of March 31, 2009, our disclosure  controls and procedures  were effective to
ensure that (i) the  information  required to be  disclosed by us in the reports
filed or submitted by us under the Securities  Exchange Act of 1934, as amended,
was  recorded,  processed,  summarized  or  reported  within  the  time  periods


                                                       -11-

<PAGE>
Part I. FINANCIAL INFORMATION
Item 4. Controls and Procedures - Continued


specified in the SEC's rules and forms and (ii) such information was accumulated
and communicated to management,  including our principal  executive  officer and
principal  financial  officer,  to allow  timely  decisions  regarding  required
disclosure.  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 has materially  affected,  or is
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

     There has not been any information  required to be disclosed in a report on
Form 8-K during the quarter ended March 31, 2009,  but not reported,  whether or
not otherwise required by this Form 10-Q at March 31, 2009.

     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.


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.

All other Items are not applicable.

                                      -12-

<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 7, 2009                           by:  /s/ H. William Willoughby
-----------                                -------------------------------------
DATE                                       H. William Willoughby,
                                           Director, President, Secretary,
                                             Principal Financial Officer,
                                             and Principal Accounting Officer


                                      -13-