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, 2004   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)

                  2800 N. Dallas Pkwy Suite 100
                    Plano, Texas  75093-5994

            (Address of principal executive offices)


Registrant's telephone number, including area code:  (972) 836-8000.


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, 2004 and
    December 31, 2003                                                 Page 3

    Consolidated Statements of Operations for the Three
    months Ended March 31, 2004 and 2003                              Page 4

    Consolidated Statements of Cash Flows for the Three
    months Ended March 31, 2004 and 2003                              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 9

     Signatures                                                       Page 10

The statements, insofar as they relate to the period subsequent to
December 31, 2003 are Unaudited.


PART 1.   FINANCIAL INFORMATION

     Item 1.     Financial Statements



                     AMRECORP REALTY FUND II
              Condensed Consolidated Balance Sheets


                                            March 31,         December 31,
                                              2004                2003
                                           (Unaudited)

ASSETS
Real Estate assets, at cost

Land                                        $580,045            $580,045
Buildings and improvements                 4,794,733           4,794,733
                                           5,374,778           5,374,778
      Less: Accumulated depreciation      (3,729,782)         (3,680,782)
Real estate, net                           1,644,996           1,693,996
Investments in Real Estate Held for Sale
Cash including cash investments              284,535             240,219
Escrow deposits                              129,855             202,842
Deferred Costs and Fees                        6,272               7,983
Other assets                                   3,954              13,320

          Total assets                    $2,069,612          $2,158,360


LIABILITIES AND PARTNERS' EQUITY:

LIABILITIES:
Mortgage and notes payable                $2,118,537          $2,137,546
Payable to Affiliates                          4,108                 320
Interest payable                                   0              16,611
Real estate taxes payable                     28,815                   0
Security deposits                             22,649              23,213
Accounts payable and accrued expenses         77,890             153,286

      Total liabilities                    2,251,999           2,330,976

PARTNERS CAPITAL (DEFICIT):

Limited Partners                            (109,469)            (99,796)
General Partners                             (72,918)            (72,820)

Total Partners Capital (Deficit)            (182,387)           (172,616)


Total Liability and Partners Equity       $2,069,612          $2,158,360


    See notes to Condensed Consolidated Financial Statements




                     AMRECORP REALTY FUND II
         Condensed Consolidated Statement of Operations
                           (Unaudited)


                                                     Three Months Ended
                                                          March 31,
REVENUES                                            2004            2003

                  Rental income                 $212,854        $213,885
                  Other property                   5,306           5,713
                   Total revenues                218,160         219,598

EXPENSES
                  Salaries & wages                21,920          20,182
                  Maintenance & repairs           22,039           5,090
                  Utilities                        9,855           8,452
                  Real estate taxes               29,250          29,250
                  General administrative           5,800           5,728
                  Contract services               12,281          11,762
                  Insurance                       15,556           9,900
                  Interest                        49,611          50,885
                  Depreciation and amortization   49,000          48,000
                  Property management fees        10,908          11,066
                  Amortization of deferred
                  costs and fees                   1,711           1,711

                   Total expenses                227,931         202,026


NET INCOME (LOSS)                                ($9,771)        $17,572


NET INCOME PER SHARE                              $(0.67)          $1.21


    See Notes to Condensed Consolidated Financial Statements




                     AMRECORP REALTY FUND II
         Condensed Consolidated Statement of Cash Flows
                            Unaudited


                                                     Three Months Ended
                                                          March 31,
                                                    2004            2003

CASH FLOWS FROM OPERATING ACTIVITY
Net income (loss)                                ($9,771)         $17,572
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:

Depreciation and amortization                     49,000           48,000

Net Effect of changes in operating accounts

Escrow deposits                                   72,987           39,347
Deferred Costs                                     1,711           (2,207)
Accrued real estate taxes                         28,815           29,185
Security deposits                                   (564)           1,309
Accounts payable                                 (75,396)         (93,558)
Other assets                                       9,366           13,816

   Net cash used by operating activities          76,148           53,464

CASH FLOWS FROM INVESTING ACTIVITIES
   Net cash used by investing activities               0                0

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of mortgage notes payable              (19,009)         (17,382)
Proceeds from amounts due affiliates               3,788            1,008
Increase in accrued interest                     (16,611)         (17,028)
 Net cash provided by financing activities       (31,832)         (33,402)

NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                      44,316           20,062
CASH AND CASH EQUIVALENTS, BEGINNING OF
 PERIOD                                          240,219            7,833

CASH AND CASH EQUIVALENT, END OF PERIOD         $284,535          $27,895


    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, 2004 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 91.7 during the first
quarter of 2004 as compared to 95.0% for the first quarter of
2003.

FIRST QUARTER 2004 COMPARED TO FIRST QUARTER 2003

Revenue  from property operations decreased $1,438 or 0.65%,  for
the first quarter of 2004, as compared to the 2003 first quarter.
Rental  income  decreased  $1,031 or 048%  from  vacancy.   Other
income  decreased $407 or 7.12% primarily due to decreased  fees.
The following table illustrates the components:

                          Increase      Percent
                         (Decrease)     Change

Rental income             ($1,031)       0.48%
Other property               (407)       7.12%
                          ($1,438)       0.65%


Property operating expenses increased $25,905 or 12.82%, for  the
first  quarter of 2004, as compared to the same period  in  2003.
This  was  primarily  due from increased maintenance  &  repairs.
Maintenance  and  repairs increased  $16,949 or  332.99%  due  to
higher  turnover  cost and exterior building maintenance  on  the
property.   Insurance increased $5,656 or 57.13%  due  to  higher
property  insurance rates.  Utilities increased $1,403 or  16.60%
due  to   increased electric rates.  Payroll increased $1,738  or
8.61% due to increased salaries.  The following table illustrates
the components by category:

                               Increase    Percent
                              (Decrease)   Change

Salaries & wages                $1,738      8.61%
Maintenance & repairs           16,949    332.99%
Utilities                        1,403     16.60%
Real estate taxes                    0      0.00%
General administrative              72      1.26%
Contract services                  519      4.41%
Insurance                        5,656     57.13%
Interest                       (1,274)      2.50%
Depreciation and amortization   1,000       2.08%
Property management fees         (158)      1.43%
Net Increase (Decrease)       $25,905      12.82%



FIRST QUARTER 2003 COMPARED TO FIRST QUARTER 2002

Revenue  from property operations decreased $4,323 or 1.93%,  for
the first quarter of 2003, as compared to the 2002 first quarter.
Rental  income  decreased  $5,693 or 2.59%  from  higher  vacancy
rates.  Other income increased $1,370 or 31.55% primarily due  to
increased fees.   The following table illustrates the components:

                      Increase     Percent
                     (Decrease)    Change

Rental income         ($5,693)      2.59%
Other property          1,370      31.55%
                      ($4,323)      1.93%

Property  operating expenses increased $1,366 or 0.68%,  for  the
first  quarter of 2003, as compared to the same period  in  2002.
This was primarily due from increased insurance.  Insurance costs
increased  $3,336  or  50.82%  as a  result  of  policy  renewal.
General & administrative costs decreased $883 or 13.36% primarily
due  to decreased legal expenditures. Contract services increased
$1,707  or 16.98% due to higher pest control and cable television
costs.   The  following  table  illustrates  the  components   by
category:

                                       Increase     Percent     Material
                                      (Decrease)    Change      Changes

Salaries & wages                       ($1,268)      5.91%           0
Maintenance & repairs                       54       1.07%           0
Utilities                                 (688)      7.53%           0
Real estate taxes                          501       1.74%           0
General administrative                    (883)     13.36%        (883)
Contract services                        1,707      16.98%       1,707
Insurance                                3,336      50.82%       3,336
Interest                                (1,160)      2.23%           0
Depreciation and amortization                0       0.00%           0
Property management fees                  (233)      2.06%           0
Net Increase (Decrease)                 $1,366       0.68%       4,160


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
were  1.3  million  dollars resulting  in  cash  distribution  of
$100.00 per unit.

As  of  March 31, 2004, the Partnership had $284,535 in cash  and
cash  equivalents as compared to $240,219 as of December 31 2003.
The  net  increase in cash of $44,316 is principally due to  cash
flow from operations.

On  September  30,  2002 the partnership distributed  $15.00  per
limited  partnership unit to units of record September 30,  2002.
This  distribution was made from excess cash on  hand  from  cash
flow from operations.
The  property is encumbered by non-recourse mortgage as of  March
31,  2004,  with  an interest rate of 9.325%. Required  principal
payments  on this mortgage note for the two years ended  December
31, 2005, are $59,039 and $2,079,227 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.
                    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.
                     None

                    (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
     31.1                     Certification Pursuant to
                              Rules 13a-14 and 15d-14 Under
                              the Securities Exchange Act of
                              1934, as Adopted Pursuant to
                              Section 302 of the Sarbanes-
                              Oxley Act of 2002, filed
                              herewith.

     32.1                     Certification Pursuant to 18
                              U.S.C. Section 1350, as
                              Adopted Pursuant to Section
                              906 of the Sarbanes-Oxley Act
                              of 2002, filed herewith.





                         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:     May 6, 2004

                              Exhibit 31.1

     CERTIFICATION PURSUANT TO RULES 13a-14 AND 15d-14 UNDER
   THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I Robert J. Werra, Acting Principal Executive Officer and Chief
Financial Amrecorp Realty Fund II ("the Company"), certify that:


1.     I  have reviewed this quarterly report on Form 10-Q of the
       Company;

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.     I   am   responsible  for  establishing  and   maintaining
       disclosure   controls  and  procedures  (as   defined   in
       Exchange  Act Rules 13a-15(e) and 15d-15(e)) and  internal
       control  over financial reporting (as defined in  Exchange
       Act  Rules  13a-15(f) and 15d-15(f)) for the  Company  and
       have:

  a.   designed  such  disclosure  controls  and  procedures,  or
       caused  such  disclosure controls  and  procedures  to  be
       designed  under  my supervision, to ensure  that  material
       information  relating to the company and its  consolidated
       subsidiaries  is made known to me by others  within  those
       entities, particularly for the periods presented  in  this
       quarterly report;

  b.   designed  such internal control over financial  reporting,
       or  caused  such internal control over financial reporting
       to   be   designed  under  my  supervision,   to   provide
       reasonable   assurance  regarding   the   reliability   of
       financial  reporting  and  the  preparation  of  financial
       statements  for  external  purposes  in  accordance   with
       generally accepted accounting principles.

  c.   evaluated  the  effectiveness of the Company's  disclosure
       controls  and procedures and presented in this  report  my
       conclusions  about  the effectiveness  of  the  disclosure
       controls  and  procedures, as of the  end  of  the  period
       covered by this report based on such evaluation; and



       CERTIFICATION PURSUANT TO RULES 13a-14 AND 15d-14 UNDER
     THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
      SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - continued


  d.   disclosed in this report any change in the Company's internal
       control  over  financial reporting that occurred  during  the
       Company's  most  recent fiscal quarter  that  has  materially
       affected,  or is reasonably likely to materially affect,  the
       Company's internal control over financial reporting; and


5.     I  have  disclosed  based  on my most  recent  evaluation  of
       internal  control over financial reporting, to the  Company's
       auditors  and  Audit Committee of the Board of Directors  (or
       persons fulfilling the equivalent function):

  a.   all  significant deficiencies and material weaknesses in  the
       design  or  operation  of  internal  control  over  financial
       reporting which are reasonably likely to adversely affect the
       Company's  ability to record, process, summarize, and  report
       financial data; and

  b.   any  fraud, whether or not material, that involves management
       or  other  employees  who  have a  significant  role  in  the
       Company's internal control over financial reporting.




  /s/ Robert J. Werra


  Robert J. Werra
  Acting Principal Executive Officer and Chief Financial Officer
  May 6, 2004




  Exhibit 32.1

                      CERTIFICATION PURSUANT TO
                       18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO
            SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In connection with the Quarterly Report of Amrecorp Realty Fund II
  ("the Company") on Form 10-Q for the period ending March 31,  2004
  as  filed with the Securities and Exchange Commission on the  date
  hereof  ("the  Report"),  I,  Robert J.  Werra,  Acting  Principal
  Executive  Officer  and Chief Financial Officer  of  the  Company,
  certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of
  the Sarbanes-Oxley Act of 2002, that:

          (1)  The report fully complies with the requirements of section
            13(a) or 15(d) of the Securities Exchange Act of 1934, as
            amended; and

          (2)  The information contained in the Report fairly presents, in
            all material respects, the financial condition and results of
            operations of the Company.



  /s/ Robert J. Werra


  Robert J. Werra
  Acting Principal Executive Officer and Chief Financial Officer
  October 31, 2003