SECURITIES AND EXCHANGE COMMISSION

                        Washington, DC  20549

                              FORM 10-Q
                                  
             Quarterly Report Under Section 13 or 15(d)
               of the Securities Exchange Act of 1934
                                  
     For Quarter Ended March 31, 1999   Commission file number 2-90654

                       AMRECORP REALTY FUND II

       (Exact name of registrant as specified in its charter)

              TEXAS                     75-1956009
 (State or other jurisdiction of      (IRS Employer
  incorporation or organization)       Identification Number)

                    6210 Campbell Road Suite 140
                        Dallas, Texas  75248
                 ------------------------------------

              (Address of principal executive offices)


Registrant's telephone number, including area code:  (972) 380-8000.


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:  Y        No:
                                  


                 REGISTRANT IS A LIMITED PARTNERSHIP

                    TABLE OF CONTENTS
                                  
                                  
                                  

Item 1.  Financial Statements


The following Unaudited financial statements are filed herewith:

    Consolidated Balance Sheet as of March 31, 1999 and
    December 31, 1998                                              Page 3

     Consolidated Statements of Operations for the Three months
     Ended March 31, 1999 and 1998                                 Page 4

     Consolidated Statements of Cash Flows for the Three months
     Ended March 31, 1999 and 1998                                 Page  5



Item 2.  Results of Operations and Management's Discussion and
         Analysis of Financial Condition                            Page 6

     Liquidity and Capital Resources                                Page 7

     Other Information                                              Page 8

     Signatures                                                     Page 9

The statements, insofar as they relate to the period subsequent to
December 31, 1998 are Unaudited.
                                  

PART 1.   FINANCIAL INFORMATION

     Item 1.     Financial Statements

                       AMRECORP REALTY FUND II
                Condensed Consolidated Balance Sheets
                                  
                                            March 31,    December 31,
                                             1999           1998
                                          (Unaudited)
                                                 
ASSETS                                                 
                                                       
Real Estate assets, at cost                 $580,045        $580,045
Land                                       4,590,987       4,590,987
Buildings and improvements                 5,171,032       5,171,032
      Less: Accumulated depreciation      (2,778,495)     (2,730,495)
Real estate, net                           2,392,537       2,440,537
Investments in Real Estate Held for Sale                            
Cash including cash investments              255,629         217,493
Escrow deposits                              143,631         179,757
Deferred Costs and Fees                       40,483          42,194
Other assets                                   2,911           6,552
                                                       
          Total assets                    $2,835,191      $2,886,533
                                      
                                                       
                                                       
LIABILITIES AND PARTNERS'EQUITY:
                                                       
LIABILITIES:                                           
Mortgage and notes payable                $2,350,984      $2,362,879
Payable to Affiliates                         14,496           1,284
Interest payable                              18,384          18,384
Real estate taxes payable                     20,220               0
Security deposits                             17,450          17,200
Accounts payable and accrued expenses         51,060         120,886

                                                       
      Total liabilities                    2,472,594       2,520,633
PARTNERS CAPITAL (DEFICIT):                            
Limited Partners                             452,218         455,488
General Partners                             (89,621)        (89,588)
                                                       
Total Partners Capital                        362,597         365,900
(Deficit)
                                                       
                                                       
Total Liability and Partners Equity        $2,835,191      $2,886,533

      See notes to Condensed Consolidated Financial Statements
                                  
                                  
                                  
                       AMRECORP REALTY FUND II
           Condensed Consolidated Statement of Operations
                             (Unaudited)
                                  
                                                  
                                            Three Months Ended
                                                 March 31,
REVENUES                                     1999        1998
                                                  
           Rental income                   $197,508    $182,932
           Other property                     5,556       7,802
             Total revenues                 203,064     190,734
                                                   
EXPENSES                                           
           Salaries & wages                  12,740      12,893
           Maintenance & repairs             15,119      20,943
           Utilities                          6,880       7,917
           Real estate taxes                 20,250      20,250
           General administrative            22,316      12,678
           Contract services                 10,604      10,613
           Insurance                          3,641       4,773
           Interest                          55,015      55,682
           Depreciation and amortization     48,000      48,000
           Property management fees          10,091       9,211
           Amortization of deferred costs     1,711       1,711
           costs and fees
                                                   
             Total expenses                 206,367     204,671
                                                  
                                                  
                                                  
                                                  
                                                  
NET        (LOSS)                           ($3,303)   ($13,937)
                                                  
                                                  
NET (LOSS)  PER SHARE                        $(0.23)     $(0.96)
                                  

      See Notes to Condensed Consolidated Financial Statements


                                  
                                  
                                  
                                  
                       AMRECORP REALTY FUND II
           Condensed Consolidated Statement of Cash Flows
                              Unaudited
                                                                   
                                                    Three Months Ended
                                                         March 31,
                                                     1999          1998
                                                                   
CASH FLOWS FROM OPERATING ACTIVITY                                 
Net (loss)                                         ($3,303)      ($13,937)
Adjustments to reconcile net income (loss)                         
to net cash provided by operating activities:                                  
Depreciation and amortization                       48,000         48,000
                                                                   
Net Effect of changes in operating accounts                        
Escrow deposits                                     36,126        (43,452)
Deferred Costs                                       1,711          1,711
Accrued real estate taxes                           20,220         97,301
Security deposits                                      250            150
Accounts payable                                   (69,826)       (73,020)
Other assets                                         3,641          5,303
                                                                   
   Net cash provided by operating activities        36,819         22,056
                                                                   
CASH FLOWS FROM INVESTING ACTIVITIES                               
                                                                   
   Net cash used by operating activities                 0              0
                                                                   
CASH FLOWS FROM FINANCING ACTIVITIES                               
Repayment of mortgage notes payable                (11,895)        (8,289)
                                                                   
Proceeds from amounts due affiliates                13,212        (7,759)
                                                                   
 Net cash provided by investing activities           1,317       (16,048)
                                                                   
NET INCREASE IN CASH AND CASH                       38,136          6,008
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF            217,493        593,721
PERIOD
                                                                   
CASH AND CASH EQUIVALENT, END OF PERIOD           $255,629       $599,729
                                  
      See Notes to Condensed Consolidated Financial Statements
                                  
Basis of Presentation:

     Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Partnership
believes that the disclosures are adequate to make the information
presented not misleading.  It is suggested that these condensed
financial statements be read in conjunction with the financial
statements and notes thereto included in the Partnership's latest
annual report on Form 10-K.
                                  
Item 2. RESULTS OF OPERATIONS AND MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION

Results of Operations

At March 31, 1999 the Partnership owned one property, Chimney Square
Apartments located in Abilene Texas with   approximately 126,554 net
rentable square feet.

The occupancy of Chimney Square averaged 94.8% during the first
quarter of 1999 as compared to 93.8% for the fist quarter of 1998.

FIRST QUARTER 1999 COMPARED TO FIRST QUARTER 1998

Revenue from property operations increased $12,330 or 6.46%, for the
first quarter of 1999, as compared to the 1998 first quarter. The
increase in rental income of $14,576 or 7.97% is primarily due to
increased occupancy and higher rental rates.  Other income decreased
$2,246 or 28.79% primarily due to decreased late charges and other
fees.   The following table illustrates the components:

                          Increase    Per Cent
                          (Decrease)   Change
                       
                                          
Rental income                14,576     7.97%
Other property               (2,246)   28.79%
                             12,330     6.46%

                                  
Property operating expenses increased $1,696 or 0.83%, for the first
quarter  of 1999, as compared to the same period in 1998.  This  was
primarily due from increased general and administrative costs  which
rose  $9,638  or 76.02% from increases in postage related  mailings.
Maintenance  and  repairs decreased $5,824 or 27.81%  from  deferred
maintenance  items being completed in prior years.  Insurance  costs
decreased $1,132 or 23.72% primarily due to lower rates as a  result
of   better   than  expected  loss  claims.   The  following   table
illustrates the components by category:

                          Increase    Per Cent
                          (Decrease)   Change
                         
                                          
Salaries & wages              (153)   1.19%
Maintenance & repairs       (5,824)  27.81%
Utilities                   (1,037)  13.10%
General administrative       9,638   76.02%
Contract services               (9)   0.08%
Insurance                   (1,132)  23.72%
Interest                      (667)   1.20%
Property management fees       880    9.55%
Net Increase (Decrease)      1,696    0.83%


LIQUIDITY AND CAPITAL RESOURCES

While  it  is the General Partners primary intention to operate  and
manage  the  existing real estate investments, the  General  Partner
also  continually  evaluates this investment  in  light  of  current
economic  conditions and trends to determine if these assets  should
be  considered  for disposal.  Accordingly, in 1996 the  Partnership
sold  its  investment in the shopping center located  in  Lancaster,
Texas,  recognizing  a  loss of $10,177.  Shorewood  Apartments,  an
apartment complex located in Charlotte, North Carolina was  sold  in
January  1997.   Net proceeds from the sale was 1.3 million  dollars
resulting in cash distribution of $100.00 per unit.

As  of March 31, 1999, the Partnership had $255,629 in cash and cash
equivalents  as compared to $217,493 as of December 31   1998.   The
net increase in cash of $38,136 is principally due to cash flow from
operations.

The property is encumbered by non-recourse mortgage as of  March 31,
1999,  with an interest rate of 9.325%. Required principal  payments
on  this mortgage note for the three years ended December 31,  2001,
are $37,105, $40,717, and $44,680, respectively.

  For  the  foreseeable  future,  the Partnership  anticipates  that
mortgage  principal payments (excluding balloon mortgage  payments),
improvements  and capital expenditures will be funded  by  net  cash
from  operations.   The  primary source of capital  to  fund  future
Partnership  acquisitions  and balloon  mortgage  payments  will  be
proceeds from the sale, financing or refinancing of the properties.


On  February 7, 1995 the Partnership refinanced the loan on  Chimney
Square  Apartments. The original loan matured and a  new  $2,475,000
loan  bearing  interest at 9.325% per year was secured from  Newport
Mortgage  Company  L.P.  The  loan matures  on  March  1,  2005.  In
connection  with this loan, the lender required, and the Partnership
provided,  a  new single asset partnership known as  Chimney  Square
Apartments, owned 99% by the Fund.
     
In  February,  1991, Amrecorp Realty Inc., resigned as the  Managing
General  Partner  of  the Partnership. As was  communicated  to  all
limited  partners,  this step was taken in  order  to  minimize  any
effect  that  Amrecorp's financial difficulties might  have  on  the
partnership. Management of the Partnership's assets is performed  by
Univesco, Inc., a Texas corporation, Robert J. Werra, CEO.

Management  intends  to continue operating the  Partnership  in  its
present  form  while investigating options to improve operations  of
the Partnership.
     
Year 2000

The  Partnership  and  Management Company  have  replaced  all  data
processing  systems  with  the last three  years  within  year  2000
compliant  hardware  and  software. The Partnership  and  Management
Company  have  completed  testing of its  data  processing  systems.
While compliance cannot  be assured, the systems tested to date  are
compliant.

Surveys   of  financial  institutions  and  vendors  used   by   the
Partnership and Management Company also indicate compliance to date.
The  surveys  are  expected  to  be completed  by  June  1999.   The
Partnership and Management Company have prepared contingency  plans.
These  include  redundant back-ups and paper copies  of  all  system
reports through 1999.

The Partnership anticipates that it will not incur significant costs
associated with its computers and building operating systems  as  it
relates to the conversion to the year 2000.



                         Part II

                    Other Information


Item 1.             Legal Proceedings
                    See Part I Item 2. Management's Discussion and
                    Analysis of Financial Conditions and Results of
                    Operations.


Item 2.             Changes in Securities.
                    None

Item 3.             Defaults upon Senior Securities
                    None

Item 4.             Submission of Matter to a Vote of Security
Holders.
                    None

Item 5.             Other Information.
                    None

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

                    (A)  The following documents are filed herewith or
                         incorporated herein by reference as indicated
                         as Exhibits:



Exhibit Designation                     Document Description


                          Limited Partnership Agreement
                          incorporated by reference to
                          Registration Statement No. 2-90654 effective
                          July 6, 1984.

                          Limited Partnership Agreement
                          incorporated by reference to Registration
                          Statement No. 2-90654 effective July 6, 1984.

     11                   Not Applicable
     15                   Not Applicable
     18                   Not Applicable
     19                   Not Applicable
     20                   Not Applicable
     23                   Not Applicable









                         SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
     1934, the registrant has duly caused this report to be signed
     on its behalf by the undersigned thereunto duly authorized.
     
     
                         AMRECORP REALTY FUND II
                         a Texas limited partnership
     
     
     
                         By:  /s/ Robert J. Werra
                              Robert J. Werra,
                              General Partner
     
     
     
     
     
     
     Date:     April 29, 1999
[ARTICLE] 5
[LEGEND]
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BOTH
THE MARCH 31, 1999 BALANCE SHEET AND STATEMENT OF INCOME AND EXPENSES
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
[CIK] 0000745061
[NAME] AMRECORP REALTY FUND II
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   3-MOS
[FISCAL-YEAR-END]                          DEC-31-1999
[PERIOD-END]                               MAR-31-1999
[CASH]                                         255,629
[SECURITIES]                                         0
[RECEIVABLES]                                        0
[ALLOWANCES]                                         0
[INVENTORY]                                          0
[CURRENT-ASSETS]                                     0
[PP&E]                                       5,171,032
[DEPRECIATION]                               2,778,495
[TOTAL-ASSETS]                               2,835,191
[CURRENT-LIABILITIES]                                0
[BONDS]                                      2,350,984
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                             0
[OTHER-SE]                                     362,597
[TOTAL-LIABILITY-AND-EQUITY]                 2,835,191
[SALES]                                              0
[TOTAL-REVENUES]                               203,064
[CGS]                                                0
[TOTAL-COSTS]                                        0
[OTHER-EXPENSES]                               151,352
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                              55,015
[INCOME-PRETAX]                                      0
[INCOME-TAX]                                         0
[INCOME-CONTINUING]                                  0
[DISCONTINUED]                                       0
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                                   (3,303)
[EPS-PRIMARY]                                   (0.23)
[EPS-DILUTED]                                        0
</TABLE>