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

                     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 SEPTEMBER 30, 2002


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



                         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 o




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

                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                              INDEX TO FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2002



                                                                          Page

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets
           - September 30, 2002 and December 31, 2001....................     1

         Statements of Operations and Accumulated Losses
           - for the three and nine months ended September 30, 2002
             and 2001...................................................      2

         Statements of Cash Flows
           - for the nine months ended September 30, 2002 and 2001.......     3

         Notes to Financial Statements
           - September 30, 2002 and 2001.................................     4

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations.....................................    10

Item 3.  Controls and Procedures..........................................   13


PART II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities..................................   14

Item 5.  Other Information................................................   14

Item 6.  Exhibits and Reports on Form 8-K.................................   15

Signature.................................................................   16

Certifications of Quarterly Report Pursuant to 18 U.S.C. Section 1350.....   17


<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
        --------------------


                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                                 BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>
                                                                                           September 30,   December 31,
                                                                                               2002           2001
                                                                                           ------------    ------------
                                                                                           (Unaudited)
<S>                                                                                        <C>             <C>
Investments in and advances to partnerships ............................................   $  1,297,833    $  1,308,952
Investment in partnership held for sale or transfer ....................................          7,577          15,154
Cash and cash equivalents ..............................................................      6,331,172       3,242,912
Acquisition fees, principally paid to related parties,
  net of accumulated amortization of $229,340 and $259,959, respectively ...............        135,851         170,029
Property purchase costs,
  net of accumulated amortization of $241,009 and $243,162, respectively ...............        149,510         167,124
Other assets ...........................................................................            254             108
                                                                                           ------------    ------------

   Total assets ........................................................................   $  7,922,197    $  4,904,279
                                                                                           ============    ============




                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)



Due on investments in partnerships .....................................................   $  1,900,000    $  1,900,000
Accrued interest payable ...............................................................      2,620,002       3,052,897
Accounts payable and accrued expenses ..................................................         89,606          78,568
                                                                                           ------------    ------------

   Total liabilities ...................................................................      4,609,608       5,031,465
                                                                                           ------------    ------------

Commitments and contingencies

Partners' capital (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 ..............................................    (11,013,494)    (10,814,009)
    Offering costs .....................................................................     (5,278,980)     (5,278,980)
    Accumulated losses .................................................................    (30,411,937)    (34,051,197)
                                                                                           ------------    ------------

      Total partners' capital (deficit) ................................................      3,312,589        (127,186)
                                                                                           ------------    ------------

      Total liabilities and partners' capital (deficit) ................................   $  7,922,197    $  4,904,279
                                                                                           ============    ============
</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      For the nine months ended
                                                                September 30,                  September 30,
                                                       ----------------------------    ----------------------------
                                                           2002            2001            2002            2001
                                                       ------------    ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>             <C>
Share of income from partnerships ..................   $    187,753    $    341,357    $  1,136,937    $  1,085,183
                                                       ------------    ------------    ------------    ------------

Other revenue and expenses:

  Revenue:
    Gain from extinguishment of debt ...............           --              --           599,123       9,665,289
    Interest .......................................         13,685          25,804          36,213         149,833
                                                       ------------    ------------    ------------    ------------

                                                             13,685          25,804         635,336       9,815,122
                                                       ------------    ------------    ------------    ------------

  Expenses:
    Interest .......................................         57,935          70,044         173,805         350,147
    Management fee .................................         62,499          62,499         187,497         187,497
    General and administrative .....................         70,642          52,446         186,895         167,171
    Professional fees ..............................         22,250          21,512          66,750          63,287
    Amortization of deferred costs .................          6,532           7,002          20,067          21,007
                                                       ------------    ------------    ------------    ------------

                                                            219,858         213,503         635,014         789,109
                                                       ------------    ------------    ------------    ------------

      Total other revenue and expenses .............       (206,173)       (187,699)            322       9,026,013
                                                       ------------    ------------    ------------    ------------

(Loss) income before gain (loss) on disposition
  of investments in partnerships ...................        (18,420)        153,658       1,137,259      10,111,196

Gain (loss) on disposition
  of investments in partnerships ...................      2,502,001            --         2,502,001         (56,217)
                                                       ------------    ------------    ------------    ------------

Net income .........................................      2,483,581         153,658       3,639,260      10,054,979

Accumulated losses, beginning of period ............    (32,895,518)    (34,180,271)    (34,051,197)    (44,081,592)
                                                       ------------    ------------    ------------    ------------

Accumulated losses, end of period ..................   $(30,411,937)   $(34,026,613)   $(30,411,937)   $(34,026,613)
                                                       ============    ============    ============    ============


Net income allocated
  to General Partners (1.51%) ......................   $     37,502    $      2,320    $     54,953    $    151,830
                                                       ============    ============    ============    ============

Net income allocated
  to Initial and Special Limited Partners (1.49%) ..   $     37,005    $      2,290    $     54,225    $    149,819
                                                       ============    ============    ============    ============

Net income allocated
  to Additional Limited Partners (97%) .............   $  2,409,074    $    149,048    $  3,530,082    $  9,753,330
                                                       ============    ============    ============    ============

Net income per unit of Additional Limited
  Partner Interest based on 50,000 units outstanding   $      48.18    $       2.98    $      70.60    $     195.07
                                                       ============    ============    ============    ============
</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 nine months ended
                                                                                          September 30,
                                                                                  ----------------------------
                                                                                     2002             2001
                                                                                  ------------    ------------
<S>                                                                               <C>             <C>
Cash flows from operating activities:
  Net income ..................................................................   $  3,639,260    $ 10,054,979

  Adjustments to reconcile net income to net cash used in operating activities:
    Share of income from partnerships .........................................     (1,136,937)     (1,085,183)
    Gain from extinguishment of debt ..........................................       (599,123)     (9,665,289)
    Amortization of deferred costs ............................................         20,067          21,007
    (Gain) loss on disposition of investments in partnerships .................     (2,502,001)         56,217

    Changes in assets and liabilities:
      Increase in advances to partnerships ....................................         (1,118)           --
      (Increase) decrease in other assets .....................................           (146)          1,811
      Increase in accrued interest payable ....................................        173,805         350,147
      Increase (decrease) in accounts payable and accrued expenses ............         11,038         (82,747)
                                                                                  ------------    ------------

        Net cash used in operating activities .................................       (395,155)       (349,058)
                                                                                  ------------    ------------

Cash flows from investing activities:
  Receipt of distributions from partnerships ..................................      1,149,175         883,504
  Proceeds from disposition of investment in partnership, net .................      2,533,725            --
  Additional investment in partnership ........................................           --          (198,241)
                                                                                  ------------    ------------

        Net cash provided by investing activities .............................      3,682,900         685,263
                                                                                  ------------    ------------

Cash flows from financing activities:
  Distribution to General Partners and Initial and Special Limited Partners ...       (199,485)           --
  Distribution to Additional Limited Partners .................................           --        (3,244,150)
                                                                                  ------------    ------------

        Net cash used in financing activities .................................       (199,485)     (3,244,150)
                                                                                  ------------    ------------

Net increase (decrease) in cash and cash equivalents ..........................      3,088,260      (2,907,945)

Cash and cash equivalents, beginning of period ................................      3,242,912       6,292,654
                                                                                  ------------    ------------

Cash and cash equivalents, end of period ......................................   $  6,331,172    $  3,384,709
                                                                                  ============    ============
</TABLE>

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

                                       -3-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 2002 and 2001

                                   (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 September 30, 2002,  and the results of its operations for the three and nine
months ended September 30, 2002 and 2001, and its cash flows for the nine months
ended  September 30, 2002 and 2001.  The results of  operations  for the interim
period ended September 30, 2002, 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, 2001.

     In April 2002, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 145 (the  Statement),  "Recission  of FASB
Statements  No.  4, 44,  and 64,  ...."  The  Statement  rescinds  Statement  of
Financial  Accounting  Standards No. 4, which required all gains and losses from
extinguishment  of debt to be  aggregated  and, if  material,  classified  as an
extraordinary  item.  Accordingly,  gain from  extinguishment of debt previously
reported as  extraordinary  for the nine months ended  September 30, 2001,  have
been  reclassified in the  accompanying  statement of operations at that date to
conform to the presentation required by the Statement.


2.   INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS

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

                              Purchase money notes
                              --------------------

     The  Partnership's  obligations  with respect to its  investments  in Local
Partnerships,  in the  form  of  nonrecourse  purchase  money  notes  having  an
aggregate  principal  balance of $1,900,000 plus aggregate  accrued  interest of
$2,620,002 as of September  30, 2002,  are 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 notes,  which are  nonrecourse to the  Partnership,  are
generally  secured  by  the  Partnership's  interest  in  the  respective  Local
Partnerships.  There is no assurance  that the underlying  properties  will have
sufficient appreciation and equity to enable the Partnership to pay the purchase
money notes'  principal and accrued  interest when due. If a purchase money note
is not paid in accordance with its terms,  the  Partnership  will either have to
renegotiate  the terms of repayment or risk losing its  partnership  interest in
the respective Local Partnership.

                                       -4-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 2002 and 2001

                                   (Unaudited)


2.   INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

     The  Partnership's  inability  to pay  certain of the  purchase  money note
principal and accrued interest balances when due, and the resulting  uncertainty
regarding the Partnership's  continued  ownership  interest in the related Local
Partnerships,  does not adversely impact the Partnership's  financial  condition
because the  purchase  money  notes are  nonrecourse  and secured  solely by the
Partnership's interest in the related Local Partnerships.  Therefore, should the
investment in any of the Local  Partnerships  with maturing purchase money notes
not produce  sufficient  value to satisfy the related  purchase money notes, the
Partnership's  exposure to loss is limited because the amount of the nonrecourse
indebtedness  of each of the maturing  purchase money notes exceeds the carrying
amount  of the  investment  in,  and  advances  to,  each of the  related  Local
Partnerships. Thus, even a complete loss of the Partnership's interest in one of
these  Local  Partnerships  would  not have a  material  adverse  impact  on the
financial condition of the Partnership.

     The  Managing  General  Partner  is  continuing  to  investigate   possible
alternatives to reduce the Partnership's  debt obligations.  These  alternatives
include, among others, retaining the cash available for distribution to meet the
purchase money note  requirements,  paying off certain purchase money notes at a
discounted  price,  extending  the due dates of certain  purchase  money  notes,
refinancing the respective properties' underlying debt or selling the underlying
real estate and using the Partnership's share of the proceeds to pay or buy down
certain purchase money note  obligations.  Although the Managing General Partner
has had some success applying these strategies in the past, the Managing General
Partner cannot assure that these strategies will be successful in the future. If
the Managing  General  Partner is unable to negotiate an extension or discounted
payoff,  in the event that the purchase money notes remain unpaid upon maturity,
the noteholders may have the right to foreclose on the Partnership's interest in
the related Local Partnerships. In the event of a foreclosure, the excess of the
nonrecourse   indebtedness   over  the  carrying  amount  of  the  Partnership's
investment  in the related Local  Partnership  would be deemed  cancellation  of
indebtedness income, which would be taxable to Limited Partners at a federal tax
rate  of  up  to  38.6%.  Additionally,  in  the  event  of a  foreclosure,  the
Partnership  would lose its investment in the Local  Partnership and,  likewise,
its share of any future  cash flow  distributed  by the Local  Partnership  from
rental operations, mortgage debt refinancings, or the sale of the real estate.

     The Managing General Partner  continues to address the maturity of its debt
obligations  and to seek solutions that will provide the most favorable  outcome
to  the  limited  partners.  However,  there  can  be no  assurance  that  these
strategies will be successful.

     Interest  expense on the  Partnership's  purchase money notes for the three
and nine month  periods  ended  September  30, 2002,  was $57,935 and  $173,805,
respectively,  and $70,044  and  $350,147  for the three and nine month  periods
ended  September 30, 2001,  respectively.  The accrued  interest  payable on the
purchase  money notes of $2,620,002  and $3,052,897 as of September 30, 2002 and
December 31, 2001, respectively,  is due on the respective maturity dates of the
purchase money notes or earlier,  in some instances,  if (and to the extent of a
portion thereof) the related Local  Partnership has distributable net cash flow,
as defined in the relevant Local Partnership agreement.

                                       -5-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 2002 and 2001

                                   (Unaudited)


2.   INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

                              Frenchman's Wharf II
                              --------------------

     The Partnership defaulted on its purchase money note related to Frenchman's
Wharf Associates II Limited  Partnership  (Frenchman's Wharf II) on June 1, 1998
when the note matured and was not paid.  The default amount  included  principal
and accrued interest of $3,150,000 and $5,071,731,  respectively. As of June 22,
2001,  principal  and  accrued  interest  totaling  $3,150,000  and  $6,131,166,
respectively,  were due. The purchase  money note was initially due to mature on
June 1, 1988, but was extended to mature on June 1, 1998.

     In January 2001, the Local Partnership  entered into a contract to sell the
property.  However,  the purchaser was unable to consummate  the purchase.  As a
result,  in accordance  with the  forbearance  agreement,  on June 22, 2001, the
property was  transferred by  deed-in-lieu  of foreclosure to an assignee of the
mortgagee.  The transfer of the property and resulting loss of the Partnership's
interest in Frenchman's Wharf II resulted in gain from extinguishment of debt of
$9,281,166  and loss on  disposition of investment in partnership of $56,217 for
financial  statement  purposes  in 2001,  and a total  gain of  $16,450,868  for
federal tax purposes in 2001.

                                    Princeton
                                    ---------

     The  Partnership  defaulted on its purchase money note related to Princeton
Community  Village  Associates  (Princeton)  on  January  1,  1999 when the note
matured and was not paid.  The default  amount  included  principal  and accrued
interest  of  $500,000  and  $1,422,064,  respectively.  On August 9, 1999,  the
noteholder filed a complaint seeking  declaratory  judgment that the Partnership
had forfeited its interest in Princeton to the  noteholder.  The  litigation was
settled  effective  January 1, 2000,  when the Managing  General Partner entered
into an agreement with the noteholder  which granted the noteholder four options
to purchase the Partnership's  98.99% limited partner interest in Princeton over
a three and one-half year period,  in exchange for the  cancellation of pro-rata
portions of the then outstanding  balance of the purchase money note. As part of
the agreement,  the noteholder  extended the maturity date of the purchase money
note to January 1, 2004, and the Partnership made a payment to the noteholder on
April 21,  2000,  which was  applied  against  accrued  interest  payable on the
purchase  money  note.  However,  pursuant  to the  option  agreement  with  the
noteholder,  the noteholder can exercise its option to acquire the final portion
of the  Partnership's  interest  between  January  1,  2003 and  June 30,  2003.
Therefore,  the  Partnership  has  selected the  earliest  maturity  date of the
purchase money note to be January 1, 2003.

     On April  30,  2002,  pursuant  to the  option  agreement,  the  noteholder
purchased  half of the  Partnership's  remaining  limited  partner  interest  in
Princeton,  the  consideration  for which was the  cancellation  of  $606,700 of
purchase  money  note  accrued  interest.  The  purchase  resulted  in  gain  on
extinguishment of debt of $599,123 for financial  statement purposes and a total
gain of  $1,783,122  for federal tax purposes in 2002.  On both June 1, 2001 and
May 31, 2000, pursuant to the option agreement,  the noteholder purchased 26% of
the   Partnership's   original  limited  partner  interest  in  Princeton,   the
consideration  for  which  was  the  cancellation  of a like  percentage  of the
outstanding  purchase  money note  accrued  interest of $392,333  and  $493,027,
respectively,  resulting  in gain from  extinguishment  of debt of $384,123  and
$484,862 for financial statement purposes in 2001 and 2000, respectively, and in
a total gain of $1,583,512  and  $1,921,910 for federal tax purposes in 2001 and
2000, respectively.

                                       -6-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 2002 and 2001

                                   (Unaudited)


2.   INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

     Due  to  the  impending  and  likely  transfer  of  the  remainder  of  the
Partnership's   investment  in  Princeton,   the  net  unamortized   amounts  of
acquisition fees and property purchase costs related to Princeton, which totaled
$7,577 as of September  30, 2002 and $15,154 as of December 31, 2001,  have been
reclassified  to  investment  in  partnerships  held for sale or transfer in the
accompanying balance sheets.

                                    Westgate
                                    --------

     The purchase money note related to Westgate Tower Limited  Dividend Housing
Association (Westgate) matures on September 1, 2003 (as previously extended). As
of  November  6,  2002,   principal  and  accrued  interest  of  $1,400,000  and
$2,481,276,  respectively,  were due.  The Managing  General  Partner will begin
discussions  with the purchase money noteholder prior to or upon maturity of the
Westgate purchase money note to investigate the alternatives available.

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

     To cover a tax liability  incurred in 2001 by Troy  Apartments  Ltd.  (Troy
Manor), the Partnership  advanced funds of $1,118 during the quarter ended March
31, 2002.  This advance is payable from cash flow of Troy Manor.  For  financial
reporting purposes,  this advance has been reduced to zero by the Partnership as
a result of losses at the Local Partnership level.

c.   Property matters
     ----------------

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

     The Section 8 Housing  Assistance  Payments (HAP) contract for the property
owned by Second Blackburn Ltd. Partnership (Country Place II) originally expired
August 29,  2000.  The  Section 8 HAP  contract  covered  20% of the  property's
apartment units. The Local  Partnership  caused the Section 8 HAP contract to be
renewed periodically,  but when the current renewal period expired in June 2002,
the Local Partnership opted out of the HAP program.

                                Orangewood Plaza
                                ----------------

     The 1983  construction  loan (Note) related to Orangewood  Plaza, a 40-unit
apartment complex in Orange Cove, California,  was never formally converted to a
permanent loan.  During 2002, the local managing  general partner and the lender
signed a loan modification agreement to reflect that, effective January 1, 2002,
interest  shall  accrue on the  amount  owed  under the Note at the rate of zero
percent  instead  of nine  percent  per  annum,  and that  the Note and  related
construction  and  permanent  deed of trust,  dated June 29, 1983,  shall remain
unaffected, unchanged, and unimpaired.

     In 1983, the Partnership  pledged its interest in the Local  Partnership as
security on an  acquisition  note, in the amount of $170,000,  made by the Local
Partnership. The note matured on July 28, 1998 and was not paid when due. On May
7, 2001, the  Partnership  made a capital  contribution of $198,241 to the Local
Partnership,  which  amount was used to pay in full the  principal  and  accrued
interest on the acquisition note.


                                       -7-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 2002 and 2001

                                   (Unaudited)


2.   INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

                                    Rock Glen
                                    ---------

     In September 2002, the Rock Glen Limited  Partnership  (Rock Glen) property
was sold.  The sale resulted in gain on disposition of investment in partnership
of $2,502,001 for financial statement purposes and $4,713,274 for federal income
tax purposes in 2002. In September 2002, the Managing General Partner was paid a
disposition fee of $128,000 relating to the sale.

d.   Summarized financial information
     --------------------------------

     Combined  statements of operations for the 13 and 14 Local  Partnerships in
which  the  Partnership  was  invested  as  of  September  30,  2002  and  2001,
respectively,   follow.   The  combined   statements  have  been  compiled  from
information supplied by the management agents of the projects and are unaudited.
The combined  statement of  operations  for the nine months ended  September 30,
2001, includes  information for Frenchman's Wharf II through date of transfer in
June 2001;  the combined  statements of operations for the three and nine months
ended September 30, 2002, include information for Rock Glen through date of sale
in September 2002.


                                         COMBINED STATEMENTS OF OPERATIONS
                                                    (Unaudited)
<TABLE>
<CAPTION>
                                               For the three months ended          For the nine months ended
                                                      September 30,                      September 30,
                                               ---------------------------        ---------------------------
                                                   2002             2001             2002              2001
                                               -----------      -----------       -----------      -----------
         <S>                                   <C>              <C>               <C>              <C>
         Revenue:
           Rental                              $ 4,758,068      $ 5,178,159       $14,295,948      $14,900,954
           Other                                   291,152          204,742           859,313          640,459
                                               -----------      -----------       -----------      -----------

             Total revenue                       5,049,220        5,382,901        15,155,261       15,541,413
                                               -----------      -----------       -----------      -----------

         Expenses:
           Operating                             2,875,401        3,117,492         8,780,823        8,758,010
           Interest                              1,267,744        1,278,124         3,803,230        4,134,503
           Depreciation and amortization           819,014          813,057         2,457,046        2,634,343
                                               -----------      -----------       -----------      -----------

             Total expenses                      4,962,159        5,208,673        15,041,099       15,526,856
                                               -----------      -----------       -----------      -----------

         Net income                            $    87,061      $   174,228       $   114,162      $    14,557
                                               ===========      ===========       ===========      ===========
</TABLE>


     As of September 30, 2002 and 2001,  the  Partnership's  share of cumulative
losses to date for eight of the 13 and 14 Local Partnerships exceeded the amount
of the Partnership's  investments in and advances to those Local Partnerships by
$21,229,715  and  $20,871,755,  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.

                                       -8-

<PAGE>
                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 2002 and 2001

                                   (Unaudited)


3.   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 $44,030 and
$138,568  for the  three  and nine  month  periods  ended  September  30,  2002,
respectively,  and $34,254  and  $123,502  for the three and nine month  periods
ended  September  30, 2001,  respectively,  to the Managing  General  Partner as
direct  reimbursement of expenses  incurred on behalf of the  Partnership.  Such
expenses are included in the  accompanying  statements  of operations as general
and administrative expenses.

     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  September 30, 2002 and 2001, and $187,497
for each of the nine month periods ended September 30, 2002 and 2001.

     In September 2002, the Managing  General Partner was paid a disposition fee
of $128,000 relating to the sale of Rock Glen.

                                      # # #

                                       -9-

<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 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.

                                     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;
however,  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 very 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.

                                      -10-

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


     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
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.

     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 will
receive  increased  cash flow as the limited  dividend  will be  increased in an
amount equal to the increase in gross revenues.

     Country  Place II had a Section 8 HAP  contract  which  covered  20% of the
property's  apartment  units.  The current  renewal  period of the Section 8 HAP
contract expired in June 2002, at which time the Local  Partnership opted out of
the HAP program.

     As of  September  30,  2002,  there were no  properties  with Section 8 HAP
contracts expiring in the next 12 months.

     The Managing  General  Partner  continues to seek  strategies  to deal with
affordable  housing policy.  Where  opportunities  exist,  the Managing  General
Partner will continue to work with the Local  Partnerships to develop strategies
that make economic sense.

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

     The Partnership's liquidity, with unrestricted cash resources of $6,331,172
as of September 30, 2002, 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 November 6, 2002, there were no material
commitments for capital expenditures.

     The  Partnership's  obligations  with respect to its  investments  in Local
Partnerships,  in the  form  of  nonrecourse  purchase  money  notes  having  an
aggregate  principal  balance of $1,900,000 plus aggregate  accrued  interest of
$2,620,002 as of September  30, 2002,  are 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.  See Note 2.a. of the notes to financial statements contained in
Part I, Item 1, hereof, for information concerning purchase money notes.

     The purchase money notes,  which are  nonrecourse to the  Partnership,  are
generally  secured  by  the  Partnership's  interest  in  the  respective  Local
Partnerships.  There is no assurance  that the underlying  properties  will have
sufficient appreciation and equity to enable the Partnership to pay the purchase
money notes'  principal and accrued  interest when due. If a purchase money note
is not paid in accordance with its terms,  the  Partnership  will either have to
renegotiate  the terms of repayment or risk losing its  partnership  interest in
the respective Local Partnership.

                                      -11-
<PAGE>
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion Analysis of Financial Condition
        -------------------------------------------------------
          and Results of Operations - Continued
          -------------------------


     The  Partnership's  inability  to pay  certain of the  purchase  money note
principal and accrued interest balances when due, and the resulting  uncertainty
regarding the Partnership's  continued  ownership  interest in the related Local
Partnerships,  does not adversely impact the Partnership's  financial  condition
because the  purchase  money  notes are  nonrecourse  and secured  solely by the
Partnership's interest in the related Local Partnerships.  Therefore, should the
investment in any of the Local  Partnerships  with maturing purchase money notes
not produce  sufficient  value to satisfy the related  purchase money notes, the
Partnership's  exposure to loss is limited because the amount of the nonrecourse
indebtedness  of each of the maturing  purchase money notes exceeds the carrying
amount  of the  investment  in,  and  advances  to,  each of the  related  Local
Partnerships. Thus, even a complete loss of the Partnership's interest in one of
these  Local  Partnerships  would  not have a  material  adverse  impact  on the
financial condition of the Partnership.

     The  Managing  General  Partner  is  continuing  to  investigate   possible
alternatives to reduce the Partnership's  debt obligations.  These  alternatives
include, among others, retaining the cash available for distribution to meet the
purchase money note  requirements,  paying off certain purchase money notes at a
discounted  price,  extending  the due dates of certain  purchase  money  notes,
refinancing the respective properties' underlying debt or selling the underlying
real estate and using the Partnership's share of the proceeds to pay or buy down
certain purchase money note  obligations.  Although the Managing General Partner
has had some success applying these strategies in the past, the Managing General
Partner cannot assure that these strategies will be successful in the future. If
the Managing  General  Partner is unable to negotiate an extension or discounted
payoff,  in the event that the purchase money notes remain unpaid upon maturity,
the noteholders may have the right to foreclose on the Partnership's interest in
the related Local Partnerships. In the event of a foreclosure, the excess of the
nonrecourse   indebtedness   over  the  carrying  amount  of  the  Partnership's
investment  in the related Local  Partnership  would be deemed  cancellation  of
indebtedness income, which would be taxable to Limited Partners at a federal tax
rate  of  up  to  38.6%.  Additionally,  in  the  event  of a  foreclosure,  the
Partnership  would lose its investment in the Local  Partnership and,  likewise,
its share of any future  cash flow  distributed  by the Local  Partnership  from
rental operations, mortgage debt refinancings, or the sale of the real estate.

     The Managing General Partner  continues to address the maturity of its debt
obligations  and to seek solutions that will provide the most favorable  outcome
to  the  limited  partners.  However,  there  can  be no  assurance  that  these
strategies will be successful.

     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 nine month  periods ended  September  30, 2002 and 2001,  the receipt of
distributions  from Local  Partnerships  was adequate to support  operating cash
requirements.  Cash and cash equivalents  increased during the nine month period
ended  September  30,  2002,  as  the  receipt  of   distributions   from  Local
Partnerships and proceeds from disposition of investment in partnership exceeded
net cash used in operating activities,  and cash distributed to General Partners
and Initial and Special Limited Partners.

     On September 11, 2002, the Partnership made a cash distribution of $199,485
to the General  Partners  and Initial and  Special  Limited  Partners  from cash
resources accumulated from operations, distributions from Local Partnerships and
sales of three properties.  A review of the Partnership  Agreement revealed that
these amounts should have been distributed in prior years when distributions had
been made only to the  Additional  Limited  Partners.  On October 31, 2002,  the
Managing  General  Partner  approved a cash  distribution  of  $1,350,000 to all
partners who were holders of record as of November 1, 2002; the  distribution is
from proceeds received from the Local Partnership as a result of the sale of the
Rock Glen  property.  On October 31,  2002,  the Managing  General  Partner also
approved a cash  distribution of $1,546,392 to Additional  Limited  Partners who
were holders of record as of November 1, 2002; the distribution is from cash

                                      -12-

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


resources accumulated from operations and distributions from Local Partnerships.
Both  distributions  will be paid in November 2002. The Managing General Partner
currently  intends to retain all of the  Partnership's  remaining  undistributed
cash for the possible  repayment,  prepayment or retirement of the Partnership's
outstanding  purchase  money notes  related to the Local  Partnerships,  and for
operating cash reserves.

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

     The Partnership's net income for the three month period ended September 30,
2002,  increased from the corresponding  period in 2001 primarily due to gain on
disposition of investments in  partnerships  related to the sale of the property
owned by Rock Glen Limited Partnership (Rock Glen). Contributing to the increase
in the  Partnership's  net income was a decrease  in  interest  expense due to a
lower purchase money note balance during the 2002 period.  Partially  offsetting
the increase in the  Partnership's net income were a decrease in share of income
from Partnerships  related to a one-time lump-sum  retroactive  payment received
from the U. S.  Department  of  Housing  and Urban  Development  during the 2001
period,  a decrease in interest revenue related to lower interest rates in 2002,
and an  increase  in  general  and  administrative  expenses  related  to higher
reimbursed payroll costs.

     The  Partnership's net income for the nine month period ended September 30,
2002,  decreased  from  the  corresponding  period  in 2001  primarily  due to a
decrease  in  gain  from  extinguishment  of  debt  related  to the  loss of the
Partnership's  interest in Frenchman's  Wharf Associates II Limited  Partnership
(Frenchman's  Wharf II) in 2001.  Contributing to the decrease was a decrease in
interest revenue and an increase in general and administrative expenses, both as
discussed  above,  and  a  slight  increase  in  professional  fees.   Partially
offsetting the decrease in the Partnership's net income were an increase in gain
on disposition of  investments in  partnerships  related to the sale of the Rock
Glen  property,  an  increase in share of income  from  partnerships  due to the
Partnership's  additional  investment  in one property  during 2001,  but not in
2002, and a decrease in interest expense as discussed above.

     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 and
nine month periods ended  September 30, 2002 did not include  losses of $274,103
and $822,306, respectively, compared to excluded losses of $232,887 and $756,672
for the three and nine month periods ended September 30, 2001, respectively.

     No other  significant  changes in the  Partnership's  operations have taken
place during the nine month period ended September 30, 2002.


Item 3. Controls and Procedures
        -----------------------

     In October 2002,  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-14 and 15d-14.  Based on that  evaluation,  the Principal
Executive   Officer  and  Principal   Financial   Officer   concluded  that  the
Partnership's  disclosure  controls and procedures are effective to timely alert
them to any  material  information  relating  to the  Partnership  that  must be
included in the Partnership's periodic SEC filings. In addition, there have been
no  significant  changes  in the  Partnership's  internal  controls  or in other
factors that could significantly affect internal controls subsequent to the date
of the most recent evaluation.

                                      -13-

<PAGE>
PART II. OTHER INFORMATION
Item 3. Defaults upon Senior Securities
        -------------------------------

     See Note 2.a. of the notes to  financial  statements  contained  in Part I,
Item 1,  hereof,  for  information  concerning  the  Partnership's  defaults  on
purchase money notes.


Item 5. Other Information
        -----------------

     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.

                                  Tender offers
                                  -------------

     On March 13, 2001, Bond Purchase,  L.L.C.  (Bond) initiated an unregistered
tender offer to purchase  approximately  2,475 of the  outstanding  Units in the
Partnership at a price of $53 per Unit;  the offer expired April 30, 2001.  Bond
is unaffiliated with the Partnership or the Managing General Partner.  The price
offered was determined solely at the discretion of Bond and does not necessarily
represent the fair market value of each Unit.

     The  Managing  General  Partner did not  express  any opinion and  remained
neutral toward the Bond offer for the purchase of Units described above.

     On or about May 10,  2001,  Limited  Partners in the  Partnership  may have
received an  unregistered  tender offer from Peachtree  Partners  (Peachtree) to
purchase  their  units  of  Limited  Partner  interest  for the cost of the $100
transfer fee. On August 27, 2002,  Peachtree  initiated an  unregistered  tender
offer to purchase no more than 4.9% (including  1,965 Units,  or 3.93%,  already
owned by affiliates) of the  outstanding  Units in the Partnership at a price of
$40 per Unit; the offer expired October 15, 2002. Peachtree is unaffiliated with
the  Partnership  or the  Managing  General  Partner.  The prices  offered  were
determined  solely  at the  discretion  of  Peachtree  and  do  not  necessarily
represent the fair market value of each Unit.

     The Managing  General Partner  recommended that Limited Partners reject the
2001  Peachtree  offer because it concluded that the tender offer was inadequate
and not in the best  interests of the Limited  Partners.  The  Managing  General
Partner  did not  express  any  opinion  and  remained  neutral  toward the 2002
Peachtree offer for the purchase of Units described above.

     On June 22, 2001,  Equity  Resources  Lexington  Fund  Limited  Partnership
(Lexington)  initiated a registered tender offer to purchase up to 10,000 of the
outstanding  Units in the  Partnership  at a price of $100 per  Unit;  the offer
expired July 23, 2001.  On November 19, 2001,  Lexington  initiated a registered
tender  offer  to  purchase  up to  10,000  of  the  outstanding  Units  in  the
Partnership at a price of $100 per Unit; the offer expired December 19, 2001. On
May 10, 2002,  Lexington  initiated a registered  tender offer to purchase up to
5,000 of the  outstanding  Units in the Partnership at a price of $100 per Unit;
the offer expired June 10, 2002.  Lexington is unaffiliated with the Partnership
or the Managing  General Partner.  The prices offered were determined  solely at
the  discretion  of Lexington and do not  necessarily  represent the fair market
value of each Unit.

     In response to the Lexington  registered  tender  offers,  on July 5, 2001,
December 3, 2001 and May 20, 2002, the Managing  General Partner filed Schedules
14D-9. In those filings,  the Managing General Partner  recommended that Limited
Partners  reject the  Lexington  offers  because  it viewed the offer  prices as
inadequate.

                                      -14-

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

     During 2001, a number of investors  sold their Units in the  Partnership to
other investors as a result of the tender offers  described  above. If more than
five percent of the total  outstanding  Units in the Partnership are transferred
due to sale in any one calendar year (not counting  certain  exempt  transfers),
the  Partnership  could  be  taxed  as a  "publicly  traded  partnership,"  with
potentially  severe tax  implications  for the  Partnership  and its  investors.
Specifically,  the Partnership  could be taxed as a corporation  and, if so, the
income and losses from the  Partnership  would no longer be considered a passive
activity.  From  January  1, 2001,  through  August 13,  2001,  the  Partnership
received sale transfer requests for approximately  4.9% of the total outstanding
Units.  Accordingly,  to remain  within the five percent safe harbor,  effective
August  13,  2001,  the  Managing  General  Partner  halted  recognition  of any
transfers that would exceed the safe harbor limit through  December 31, 2001. As
a result, transfers of Units due to sales transactions were not being recognized
by the  Partnership  between August 14, 2001 and December 31, 2001. The halt was
lifted  effective  January 1, 2002.  For the  calendar  year 2002 to November 6,
2002, Units transferred have not exceeded 4.9% of the total  outstanding  Units;
therefore, the Partnership has not halted recognition of transfers.

                                Cash distribution
                                -----------------

     On September 11, 2002, the Partnership made a cash distribution of $199,485
to the General  Partners  and Initial and  Special  Limited  Partners  from cash
resources accumulated from operations, distributions from Local Partnerships and
sales of three properties.  A review of the Partnership  Agreement revealed that
these amounts should have been distributed in prior years when distributions had
been made only to the  Additional  Limited  Partners.  On October 31, 2002,  the
Managing  General  Partner  approved a cash  distribution  of  $1,350,000 to all
partners who were holders of record as of November 1, 2002; the  distribution is
from proceeds received from the Local Partnership as a result of the sale of the
Rock Glen  property.  On October 31,  2002,  the Managing  General  Partner also
approved a cash  distribution of $1,546,392 to Additional  Limited  Partners who
were  holders of record as of November 1, 2002;  the  distribution  is from cash
resources accumulated from operations and distributions from Local Partnerships.
Both distributions will be paid in November 2002.

     On May 2, 2001,  the  Partnership  made a cash  distribution  of $3,244,150
($65.00 per Unit) to Additional  Limited  Partners who were holders of record as
of April 1, 2001.


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

     a.   Exhibits

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

              99            Certification of Periodic Financial Report
                            Pursuant to 18 U.S.C. Section 1350

     b.   No  reports  on Form 8-K were  filed  with the  Commission  during the
          quarter ended September 30, 2002.

All other Items are not applicable.

                                      -15-

<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




November 6, 2002                  by:  /s/ Michael J. Tuszka
----------------                       -----------------------------------------
DATE                                   Michael J. Tuszka
                                         Vice President
                                         and Chief Accounting Officer
                                         (Principal Financial Officer
                                         and Principal Accounting Officer)

                                      -16-

<PAGE>
                        CERTIFICATION OF QUARTERLY REPORT
                       PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, Michael J. Tuszka, certify that:

         1.       I have  reviewed  this  quarterly  report  on Form  10-QSB  of
                  CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP;

         2.       Based on my knowledge,  this quarterly report does not contain
                  any untrue  statement  of a  material  fact or omit to state a
                  material fact necessary to make the statements  made, in light
                  of the  circumstances  under which such  statements were made,
                  not  misleading  with  respect to the  period  covered by this
                  quarterly report;

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information  included  in  this  quarterly  report,
                  fairly   present  in  all  material   respects  the  financial
                  condition,  results  of  operations  and  cash  flows  of  the
                  registrant  as of,  and for,  the  periods  presented  in this
                  quarterly report;

         4.       The  registrant's   other   certifying   officers  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls  and  procedures  (as defined in  Exchange  Act Rules
                  13a-14 and 15d-14) for the registrant and have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5.       The  registrant's   other  certifying   officers  and  I  have
                  disclosed,  based  on  our  most  recent  evaluation,  to  the
                  registrant's   auditors   and  the  audit   committee  of  the
                  registrant's  board of directors  (or persons  performing  the
                  equivalent functions):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process, summarize, and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and


                                      -17-

<PAGE>



         6.       The  registrant's   other  certifying   officers  and  I  have
                  indicated in this  quarterly  report whether or not there were
                  significant  changes in internal  controls or in other factors
                  that could  significantly  affect internal controls subsequent
                  to the  date of our  most  recent  evaluation,  including  any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.


                           CAPITAL REALTY INVESTORS-II
                             LIMITED PARTNERSHIP
                           (Issuer)

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



November 6, 2002                by:  /s/ Michael J. Tuszka
----------------                     -------------------------------------------
DATE                                 Michael J. Tuszka,
                                       Vice President
                                       and Chief Accounting Officer
                                       (Principal Financial Officer)


     This  certification  is made solely for purpose of 18 U.S.C.  Section 1350,
subject  to the  knowledge  standard  contained  therein,  and not for any other
purpose.

                                      -18-

<PAGE>
                        CERTIFICATION OF QUARTERLY REPORT
                       PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, William B. Dockser, certify that:

         1.       I have  reviewed  this  quarterly  report  on Form  10-QSB  of
                  CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP;

         2.       Based on my knowledge,  this quarterly report does not contain
                  any untrue  statement  of a  material  fact or omit to state a
                  material fact necessary to make the statements  made, in light
                  of the  circumstances  under which such  statements were made,
                  not  misleading  with  respect to the  period  covered by this
                  quarterly report;

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information  included  in  this  quarterly  report,
                  fairly   present  in  all  material   respects  the  financial
                  condition,  results  of  operations  and  cash  flows  of  the
                  registrant  as of,  and for,  the  periods  presented  in this
                  quarterly report;

         4.       The  registrant's   other   certifying   officers  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls  and  procedures  (as defined in  Exchange  Act Rules
                  13a-14 and 15d-14) for the registrant and have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which the periodic reports are being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5.       The  registrant's   other  certifying   officers  and  I  have
                  disclosed,  based  on  our  most  recent  evaluation,  to  the
                  registrant's   auditors   and  the  audit   committee  of  the
                  registrant's  board of directors  (or persons  performing  the
                  equivalent functions):


         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process, summarize, and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and


                                      -19-

<PAGE>
         6.       The  registrant's   other  certifying   officers  and  I  have
                  indicated in this  quarterly  report whether or not there were
                  significant  changes in internal  controls or in other factors
                  that could  significantly  affect internal controls subsequent
                  to the  date of our  most  recent  evaluation,  including  any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.


                                    CAPITAL REALTY INVESTORS-II
                                      LIMITED PARTNERSHIP
                                    (Issuer)

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



November 6, 2002                         by:  /s/ William B. Dockser
----------------                              ----------------------------------
DATE                                          William B. Dockser,
                                                Director, Chairman of the Board,
                                                and Treasurer
                                                (Principal Executive Officer)


     This  certification  is made solely for purpose of 18 U.S.C.  Section 1350,
subject  to the  knowledge  standard  contained  therein,  and not for any other
purpose.



                                      -20-