UNITED STATES SECURITIES AND EXCHANGE COMMISSION
				WASHINGTON, DC 20549
					FORM 10-K



[X]	Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2005, or

[  ]	Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______________ to
_______________



Commission File No.:  33-73748


                     FUND AMERICA INVESTORS CORPORATION II
                     -------------------------------------
           (Exact name of registrant as specified in its charter)

            Delaware                            84-1218906
-------------------------------	--------------------------------------
(State or other jurisdiction of	(I.R.S. Employer identification number)
incorporation or organization)


6400 S. Fiddler's Green Circle, Suite 1200B, Greenwood Village, Colorado 80111
-------------------------------------------------------------------------------
              (Address of principal executive offices)

        Registrant's telephone number including area code: (303) 290-6025
                                                           --------------

        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act: None


	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.   [X] Yes  [  ] No

	Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.   [X]

	Indicate by check mark whether the registrant is an accelerated filer.
   [ ] Yes    [X] No

	State the aggregate market value of the voting stock held by non-
affiliates of the registrant:  As of December 31, 2005:  $0.00.


	The number of shares outstanding of the Registrant's $0.01 par value
common stock, as of March 30, 2006 was 349,000 shares.



                    DOCUMENTS INCORPORATED BY REFERENCE
                                     None.

                                   PART I


ITEM 1.	BUSINESS
-------	--------

	Fund America Investors Corporation II (the "Company") was incorporated in
the State of Delaware on December 14, 1992 as a limited purpose finance
corporation.  The Company was established to engage in the issuance and
administration of Collateralized Mortgage Obligations (the "Bonds") and Asset-
acked Certificates (the "Certificates", and together with the Bonds, the
"Securities").  The Securities are issued in one or more series, from time to
time, by the Company as described in the prospectus and series-related
prospectus supplement of the Company's latest effective registration statement.

       The Securities of each series can be issued by the Company, but typically
the Company forms a separate trust to act as the issuer solely for the purpose
of issuing a series.  A series of Securities that include Bonds will be issued
pursuant to an indenture and will represent indebtedness of the trust or issuer.
 A series of Securities that include Certificates will represent beneficial
ownership in the related trust or issuer.  The sole source of payments to
Bondholders or Certificateholders within each series of Securities is produced
from the related trust property.  The trust property is generally comprised of
mortgage loans and/or mortgage-related assets as described in each of the
series' related prospectus supplements.

	The Company may not, either directly or indirectly through a beneficially
owned trust, engage in any business or investment activity other than to; (1)
issue and sell Securities; (2) purchase, own, hold, pledge or sell collateral or
other mortgage-related assets; (3) invest and maintain cash balances on an
interim basis in high quality short-term investments; and (4) engage in other
activities which are necessary or convenient to accomplish the foregoing and are
incidental thereto.

       On January 1, 2005, the Company had a total of $561 million registered
and unissued Securities on its Registration Statement No. 333-33823.   No
Securities were issued, during the year ended December 31, 2005.  From inception
to date, the Company has issued nineteen series of Securities, which aggregate
$2.4 billion in original issued principal.  The Company does not have any
further obligations in connection with the issuance of these Securities.  Under
accounting principles generally accepted in the United States of America, these
issuances are considered to be a direct sale of the collateral.


       The Company's fifth Registration Statement on Form S-3 was filed on
September 30, 1998 with the Securities and Exchange Commission.  The purpose of
this filing was to register an additional amount of Securities and to merge the
Company's Effective Registration Statement No. 333-33823, thereby increasing the
total amount of Securities that can be issued by the Company.  As of December
31, 2005, this Registration Statement was not effective and was subject to
completion or amendment.  The Company intends to file one or more further
amendments to complete this Registration Statement and to bring it effective.



       Pursuant to Rule 3-11 of Regulation S-X, if a registrant is an inactive
entity as defined in this rule, the financial statements required by this
regulation for purposes of reports pursuant to the Securities Exchange Act of
1934 may be unaudited.  The Company meets all the conditions as defined for an
inactive entity under this rule and accordingly has elected to file unaudited
financial statements contained herein for the current year-end, December 31,
2005.




ITEM 2.	PROPERTIES
-------	----------

        The Company has no material physical properties.


ITEM 3.	LEGAL PROCEEDINGS
-------	-----------------

        None.


ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------	---------------------------------------------------

        No matters were submitted to the security holders during the fourth
        quarter of the fiscal year ended December 31, 2005.




                                PART II


ITEM 5.	MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        -----------------------------------------------------
        STOCKHOLDER MATTERS
        -------------------

	There is no established public trading market for the Company's common
stock and no dividends have been declared or paid.  All of the Company's common
stock is owned by a sole shareholder.






<TABLE>
ITEM 6.	SELECTED FINANCIAL DATA
------	-----------------------
<CAPTION>

                                                          Year Ended December 31,
                                ------------------------------------------------------------------------
                                Unaudited       Unaudited       Unaudited       Unaudited
                                2005            2004            2003            2002            2001
                                ---------       ---------       ---------       ---------       --------
<S>                             <C>             <C>             <C>             <C>             <C>
Income Statement Data:

  Revenue                       $     -         $  1,500        $25,073         $44,192         $30,008

  Net (loss)income              $(4,890)        $(10,742)       $14,069         $ 7,731         $(8,072)

  Net(loss)income per
     share of common stock        (1)              (1)            (1)             (1)             (1)

Balance Sheet Data:

  Total assets                  $246,906        $246,932        $257,046        $285,367        $261,636

  Total equity                  $247,704        $245,394        $255,936        $258,367        $261,636


(1)	Not presented, as all shares of common stock are held by a sole shareholder.
</TABLE>


ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-------	-----------------------------------------------------------
       	AND RESULTS OF OPERATIONS
	-------------------------

1.	General

       As of December 31, 2005, the Company has issued nineteen series of
registered Pass-Through Securities aggregating $2,439,812,829 in initial amount
for all the issuances.  Four series of Bonds remain outstanding on December 31,
2005. The following list consists of the outstanding series shown with the
initial issuance amounts.


Series	Amount		Collateral

1993-A	$262,435,000	Trust consisting primarily of adjustable rate one-
			to four-family, first lien mortgage loans

1993-C	$319,000,000	Trust consisting primarily of Federal National
			Mortgage Association and Federal Home Loan
			Mortgage Corporation Securities; private mortgage
			backed securities including certain residual
			interest securities; principal component of bonds
			issued by the Resolution Funding Corporation

1994-A	$  44,599,100	Trust consisting primarily of adjustable rate one-
			to four-family, first lien mortgage loans

1998-B	$  50,703,106	Trust consisting primarily of three Pooled Fannie
			Mae Certificates, one Pooled Ginnie Mae
			Certificate, two Pooled Freddie Mac
			Certificates and one Pooled Non-Agency Certificate



2.	Liquidity and Capital Resources
	-------------------------------

       The Company expects to fund ongoing operations from its cash balances,
revenues derived from the issuance of Securities, and if necessary, from loans
or capital contributions from its sole shareholder. The current cash position
will not adequately fund overhead costs over the next twelve months without
additional revenues generated during this period.  Capital funding will continue
to be provided by the sole shareholder to cover operating costs on a monthly
basis or until the Company generates sufficient revenue.  The funding source for
any additional capital costs relating to the registration of securities will be
determined when the funding is required and will depend on the cash position at
that time.


3.	Results of Operations
	---------------------

       The Company does not have any significant assets other than cash held for
operations and capitalized deferred offering costs.  Major operating activity is
initiated from the issuance of Securities or the preparation in registering
Securities to be issued.  Costs incurred with registering Securities are
capitalized until such time as the Securities are issued in an offering.

       Net income may fluctuate from period to period based on the use of the
Company's registered and unissued Securities and calls on outstanding issuances.
The Company generally charges a flat fee on the issuance of a series of
securities and a proportionate share of deferred costs associated with its
registration statement.

	The Company reported net losses of $4,890 and $10,742 for the twelve-
months ended December 31, 2005 and December 31, 2004 respectively, and the
Company reported net income of $14,069 for the twelve-months ended December 31,
2003.  Differences between the three years consist primarily of three main
components of income and expense.  First, the Company reported other bond income
of $25,000 in 2003  that consisted of call option fees earned.  Call option
income can fluctuate due to the relative composition of the series from which
the call right value or income was determined.  There was no call option income
in 2005 or 2004. The second main difference between periods is a reduction in
management fee expense of $7,500 for the 2004 year from the 2003 year due to
reduced income. The third main difference is the $9,500 loss on impairment of
offering costs recorded in 2004. Deferred offering costs related to a certain
type of loan included in the shelf offering but no longer in existence due to a
change in government regulations, were written off.


	Audited financial statements - Pursuant to Rule 3-11 of Regulation S-X, if
a registrant is an inactive entity as defined in this rule, the financial
statements required by this regulation for purposes of reports pursuant to the
Securities Exchange Act of 1934 may be unaudited.  The Company meets all the
conditions as defined for an inactive entity under this rule and accordingly has
elected to file unaudited financial statements for the years ended December 31,
2005, December 31, 2004 and December 31, 2003.

       The sole shareholder of the Company is also the sole shareholder, Chief
Executive Officer and Director of The Chotin Group Corporation.  On January 1,
2003, the Company entered into a revised Management Agreement with The Chotin
Group Corporation (the "Facilities Manager"), whereby management fees are based
upon income of the Company. Under the terms of the agreement, the Facilities
Manager is required to provide facilities use and other services necessary for
the Company to manage its business affairs. The Company paid management fees of
$0, $0, and $7,500 for the twelve months ended December 31, 2005, 2004 and 2003,
respectively.

4.	Forward Looking Statements
	--------------------------

       The statements contained in this Item 7 and Item 7A that are not
historical facts, including, but not limited to, statements that can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "anticipate," "estimate" or "continue" or the negative thereof or
other variations thereon or comparable terminology, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, and involve a number of risks and uncertainties.  The actual results of
the future events described in such forward-looking statements could differ
materially from those stated in such forward-looking statements.  Among the
factors that could cause actual results to differ materially are:  the market
for mortgage-backed securities, competition, government regulation and possible
future litigation.


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------	----------------------------------------------------------

       Securities issued by the Company are either debt securities or securities
which evidence beneficial ownership interest in designated trusts established to
facilitate the transfer of trust asset payments to the Bondholders who hold such
debt securities or to the Certificateholders who hold such beneficial ownership
interests.  Assets securing payments to Bondholders or Certificateholders are
pledged or sold to designated trusts and are not assets of the Company.
 Additionally, Bonds and Certificates that are issued either by the Company or a
trust formed by the Company do not represent an ownership interest in or an
obligation of the Company.

       Disclosures required in this Item 7A are intended to clarify a
registrant's exposures to market risk associated with activities in derivative
inancial instruments, other financial instruments, and derivative commodity
instruments. The purpose of this section is to disclose the material effects on
earnings, fair values, and cash flows that are inherent to potential market risk
exposure.  Potential market risk associated with Securities issued under the
company's registration statement will not have a material effect on the
company's earnings or cash flow since the Securities do not represent an
interest in or an obligation of the Company.  In addition, the Company has no
public common equity; all common stock of the Company is held by one
shareholder.  Therefore, material effects of potential market risk exposure on
Securities issued from the Company will not have any significant impact on the
Company.



ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------	-------------------------------------------


<TABLE>
                          FUND AMERICA INVESTORS CORPORATION II
                                       Balance Sheets
<CAPTION>
                                                                    December 31,
                                                        ----------------------------------
                                                        Unaudited               Unaudited
                                                        2005                    2004
                                                        -----------            -----------
<S>                                                     <C>                    <C>
Assets
        Cash and cash equivalents                       $        45             $        71
        Deferred offering costs, net                        246,861                 246,861
                                                        -----------             -----------

        Total assets                                    $   246,906             $   246,932
                                                        ===========             ===========


Liabilities - accounts payable                          $       202             $     1,538
                                                        -----------             -----------


Commitments and Contingencies

Shareholder's equity
        Common stock, par value $.01 per share;
        1,000,000 shares authorized; 349,000
        shares issued and outstanding                         3,490                   3,490
        Additional paid-in capital                          511,410                 505,210
        Shareholder distributions                        (1,919,298)             (1,919,298)
        Retained earnings                                 1,651,102               1,655,992
                                                        -----------             -----------

Total shareholder's equity                                  246,704                 245,394
                                                        -----------             -----------

Total liabilities and shareholder's equity                 $246,906                $246,932
                                                        ===========             ===========



	See notes to financial statements

</TABLE>


<TABLE>

                                                 FUND AMERICA INVESTORS CORPORATION II
                                                         Statements of Operations
<CAPTION>

                                                          Year Ended December 31,
                                        -----------------------------------------------------------
                                        Unaudited               Unaudited               Unaudited
                                        2005                    2004                    2003
                                        -----------             -----------             -----------
<S>                                     <C>                     <C>                     <C>
Revenue
        Other bond income               $         -             $         -             $   25,000
        Interest                                  -                       -                     73
        Miscellaneous                             -                   1,500                      -
                                        -----------             -----------             -----------
                Total revenue                     -                   1,500                 25,073
                                        -----------             -----------             -----------


Expenses
        General and administrative            4,890                   2,742                  3,504
        Impairment Expense                        -                   9,500                      -
        Management fees                           -                       -                  7,500
                                        -----------             -----------             -----------

                Total expenses                4,890                  12,242                 11,004
                                        -----------             -----------             -----------

Net income(loss)                        $    (4,890)            $   (10,742)            $   14,069
                                        ===========             ===========             ===========



See notes to financial statements


</TABLE>













<TABLE>



                                        FUND AMERICA INVESTORS CORPORATION II
                                         Statements of Shareholder's Equity
                                    Years Ended December 31, 2005, 2004 and 2003
<CAPTION>

                               Common Stock
                           -------------------  Additional
                           Number of Par        Paid-in     Shareholder     Retained
                           Shares    Value      Capital     Distributions   Earnings     Totals
			   --------  ---------  ---------   -------------   ----------   ---------
<S>                        <C>       <C>        <C>         <C>             <C>          <C>

Unaudited Balances at
 January 1, 2003	   349,000     $3,490	 $504,010   $(1,874,798)    $1,652,665    $285,367
Shareholder distributions	 0	    0		0	(43,500)	     0	   (43,500)
Capital contribution		 0	    0		0	      0		     0	  	 0
Net loss			 0	    0		0	      0		14,069	    14,069
			   --------  ---------   ---------   -------------   ----------  ----------

Unaudited Balances at
 December 31, 2003	   349,000	3,490	  504,010	(1,918,298)   1,666,734    255,936
Shareholder distributions	 0	    0		0	    (1,000)	      0     (1,000)
Capital contribution		 0	    0	    1,200		 0	      0      1,200
Net income			 0	    0		0		 0	(10,742)   (10,742)
			   --------  ---------   ---------   -------------   -----------  ---------

Unaudited Balances at
 December 31, 2004	   349,000      3,490	  505,210       (1,919,298)   1,655,992    245,394
Shareholder distributions	 0	    0		0		 0	      0		 0
Capital contribution		 0	    0       6,200		 0	      0      6,200
Net income			 0	    0		0		 0	 (4,890)    (4,890)
			   --------  ---------   ---------   -------------   -----------  ---------

Unaudited Balances at
 December 31, 2005	   349,000     $3,490	 $511,410      $(1,919,298)  $1,651,102   $246,704
                           --------  ---------   ---------   --------------  ------------ ---------


See notes to financial statements


</TABLE>




















<TABLE>


				FUND AMERICA INVESTORS CORPORATION II
					Statements of Cash Flows
<CAPTION>
								Year Ended December 31,
							---------------------------------------
							Unaudited	Unaudited	Unaudited
							  2005		  2004		  2003
							---------      ---------      -----------
<S>							<C>	       <C>	      <C>
Operating activities:
Net income(loss)					 $(4,890)	 $(10,742)	  $14,069
Adjustments to reconcile net income(loss) to
net cash provided by(used in) operating activities:
   Write-down of def. offering costs for impairment	       -	    9,500		-
   Changes in operating assets and liabilities:
     Accounts payable				 	  (1,336)	      428 	    1,110
     Prepaid expenses					       - 	      219 	       (9)
							---------      ----------      -----------

Net cash provided by(used in) operating activities:	  (6,226)	     (595)	   15,170
							---------      ----------      -----------


Investing activities:					       - 		- 		-

Financing activities:
	Capital contributions				   6,200 	    1,200 		-
	Shareholder distributions			       - 	   (1,000)	  (43,500)
							---------      ----------      -----------

Net cash provided by(used in) financing activities:	   6,200 	      200 	  (43,500)


Net increase(decrease) in cash and
	cash equivalents				     (26)	     (395)	  (28,330)
Cash and cash equivalents at beginning of year		      71 	      466 	   28,796
							---------      ----------      -----------

Cash and cash equivalents at end of year		     $45 	      $71 	     $466
							=========	==========	===========



See notes to financial statements


</TABLE>






















		FUND AMERICA INVESTORS CORPORATION II
		Notes to Financial Statements (unaudited)
	   For the Years Ended December 31, 2005, 2004, 2003


Note 1.		The Company

	Fund America Investors Corporation II (the "Company") was incorporated in
the State of Delaware on December 14, 1992 as a limited purpose finance
corporation.  The Company was established to engage in the issuance and
administration of Collateralized Mortgage Obligations (the "Bonds") and Asset-
backed Certificates (the "Certificates", and together with the Bonds, the
"Securities").  The Securities are issued in one or more series, from time to
time, by the Company in accordance with the provisions in the prospectus and
series-related prospectus supplement of the Company's latest effective
registration statement.

       The Securities of each series can be issued by the Company, but typically
the Company forms a separate trust to act as the issuer solely for the purpose
of issuing a series.  A series of Securities that include Bonds will be issued
pursuant to an indenture and will represent indebtedness of the trust or issuer.
A series of Securities that include Certificates will represent beneficial
ownership in the related trust or issuer.  The sole source of payments to
Bondholders or Certificateholders within each series of Securities is produced
from the related trust property.  The property or assets within each trust are
comprised of mortgage-related assets as defined in each of the series' related
prospectus supplements.

	The Company will not, either directly or indirectly through a beneficially
owned trust engage in any business or investment activity other than to; (1)
issue and sell Securities; (2) invest cash balances on an interim basis in high
quality short-term investments; (3) purchase, own, hold, pledge or sell
collateral or other mortgage-related assets; (4) engage in other activities
which are necessary or convenient to accomplish the foregoing and are incidental
thereto.

       The Company expects to fund ongoing operations from its cash balances,
revenues derived from the issuance of Securities, and if necessary, from loans
or capital contributions from its sole shareholder. The current cash position
will not adequately fund overhead costs over the next twelve months without
additional revenues generated during this period.  Capital funding will continue
to be provided by the sole shareholder to cover operating costs on a monthly
basis or until the Company generates sufficient revenue.  The funding source for
any additional capital costs relating to the registration of securities will be
determined when the funding is required and will depend on the cash position at
that time.

       Pursuant to Rule 3-11 of Regulation S-X, if a registrant is an inactive
entity as defined in this rule, the financial statements required by this
regulation for purposes of reports pursuant to the Securities Exchange Act of
1934 may be unaudited.  The Company meets all the conditions as defined for an
inactive entity under this rule and accordingly has elected to file unaudited
financial statements contained herein for the current year-end, December 31,
2005.



Note 2.		Summary of Significant Accounting Policies

	In connection with the issuance of Securities, the Company generally will
enter into a purchase agreement with the seller of the mortgage assets or the
collateral. Simultaneously, the collateral is conveyed, by the Company, to the
trust who issues the Securities, pursuant to a pooling and servicing agreement.
Correspondingly, the purchase price for the Collateral payable to the seller is
netted out from the proceeds realized from the sale of the Securities.
Therefore, the Company's financial statements reflect the net result of the
issuance and not the gross amounts attributable to the purchase price of the
collateral and the sales proceeds from the issuance of the Securities.

	Costs of registering securities are deferred.  As the Securities are
issued from the registered securities, costs are charged to operations.  The
charge is based on the ratio of bonds issued to securities registered but
previously unissued.

	Fees from the Security issuance transactions are recognized as revenue
when the transactions close.  All expenses of the transaction, including a
portion of deferred offering costs, are charged to operations.

	Other bond income represents fees received upon the sale of call options
on CMO issuances.  Such income is recognized at closing when call option rights
are transferred.

	For purposes of reporting cash flows, cash and cash equivalents include
demand deposit accounts.

	Net income per share is not presented, as all shares of common stock are
held by a sole shareholder.

	The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amount of revenues and
expenses during the reporting period.  Actual results could differ from those
estimates.

	Statement of Financial Accounting Standards ("SFAS") No. 107 "Disclosure
about Fair Value of Financial Instruments," requires disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet.  The Company's financial instruments include: cash and cash
equivalents, and accounts payable.  The carrying amount of these assets and
liabilities approximates their fair value.

	The Company evaluates long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.  If a long-lived asset is identified as impaired, the value of
the asset must be reduced to its fair value. The Company's deferred offering
costs are considered long-lived assets. In 2004, management determined that
there was an impairment of deferred offering costs totaling $9,500 related to a
loan program included in the shelf registration statement related to a certain
type of loan included in the shelf offering but no longer in existence due to a
change in government regulations. There was no impairment expense in 2005 or
2003.



       SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information," requires the disclosure of operating segments and the geographic
location of the Company.  Management considers the Company's business to
presently comprise of a single operating segment, and all of the Company's
operations were concentrated in Englewood, Colorado.


Note 3.		Income Taxes

	Under S Corporation guidelines of the Internal Revenue Code, the Company
has elected to be treated substantially as a partnership for income tax
purposes.  As a result, the sole shareholder reports any taxable income or loss
of the Company on his individual tax return.  Accordingly, no provision for
federal income taxes has been recorded in the financial statements.


Note 4.		CMO Information

	At December 31, 2005 and 2004, the outstanding principal balance of the
issued Securities and the amount of publicly and privately issued securities
were as follows:


				2005
	----------------------------------------------------
		Total		Publicly	Privately
	Series	Certificates	Issued		Issued
	-------	------------	------------	------------
	1993-A	 $13,108,689 	$10,378,620 	 $2,730,069
	1993-C	 102,000,000 	102,000,000		  -
	1994-A	     456,044 	    395,420 	     60,624
	1998-A		   -		  -		  -
	1998-B	   1,938,962 	  1,938,962		  -
	1998-NMC1	   -		  -		  -
	2000-1		   -		  -		  -
		------------	------------	------------
	Total	$117,503,695	$114,713,002	 $2,790,693
		============	============	============


				2004
	-----------------------------------------------------
		Total		Publicly	Privately
	Series	Certificates	Issued		Issued
	-------	------------	------------	-------------
	1993-A	 $16,945,584 	 $14,215,515 	  $2,730,069
	1993-C	 102,000,000 	 102,000,000		   -
	1994-A	     637,993 	     554,443	      83,550
	1998-A	           -		   -		   -
	1998-B	   2,588,580 	   2,588,580		   -
	1998-NMC1	   -		   -		   -
	2000-1	   2,848,382 	   2,698,782	     149,600
		------------	------------	-------------
	Total	$125,020,539 	$122,057,320	  $2,963,219
		============	============	=============


				2003
	----------------------------------------------------
		Total		Publicly	Privately
	Series	Certificates	Issued		Issued
	-------	------------	------------	------------
	1993-A	 $22,150,769 	 $19,420,700 	 $2,730,069
	1993-C	 102,000,000 	 102,000,000		  -
	1994-A	   1,374,220 	   1,197,924 	    176,296
	1998-A	     365,525 	     365,525		  -
	1998-B	   3,862,457 	   3,862,457		  -
	1998-NMC1  2,744,184 	   2,744,184		  -
 	2000-1	   2,856,666 	   2,707,066 	    149,600
		------------	------------    ------------
	Total	$135,353,821 	$132,297,856 	 $3,055,965
		============	============	============



Note 5.		Related Party Transactions

	The Company has engaged in related party transactions as discussed below.
Accordingly, the accompanying financial statements are not necessarily
indicative of the financial position that would exist or the results of
operations that would have occurred if the transactions had been with
unaffiliated entities.

       The sole shareholder of the Company is also the sole shareholder, Chief
Executive Officer and Director of The Chotin Group Corporation.  On January 1,
2003, the Company entered into a revised Management Agreement with The Chotin
Group Corporation (the 'Facilities Manager"), whereby management fees are based
upon income of the Company. Under the terms of the agreement, the Facilities
Manager is required to provide facilities use and other services necessary for
the Company to manage its business affairs.  The management fees paid were $0,
$0, and $7,500 for the twelve months ended December 31, 2005, 2004 and 2003,
respectively.




ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
-------	------------------------------------------------
       	ACCOUNTING AND FINANCIAL DISCLOSURE
		-----------------------------------

       	None


ITEM 9A.	CONTROLS AND PROCEDURES
--------	-----------------------

	Pursuant to the Securities and Exchange Commission in regards to the
Sarbanes-Oxley Act Section 404, the Company is considered a "non-accelerated
filer" and does not have to comply with the management report on internal
controls until its first fiscal year ending on or after July 15, 2007.





					PART III


ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------	--------------------------------------------------

Name			   Position						 Age
----			   --------						 ---

Steven B. Chotin	   Director, Chairman and Chief Executive Officer	  58
M. Garrett Smith	   Director						  44
Helen M. Dickens	   Director and President				  52
John G. Grant		   Senior Vice President				  45
Zachary H. Pashel	   Executive Vice President				  33
David D. Frederick	   Treasurer						  46
Jennifer M. Land	   Secretary						  34

	Steven B. Chotin, 58, has been a Director and the Chairman and Chief
Executive Officer of the Company since its inception.  Mr. Chotin has been Chief
Executive Officer and sole shareholder of The Chotin Group Corporation, a
financial service firm, since July 1984.  Mr. Chotin was a director of American
Southwest Financial Corporation and of American Southwest Finance Co., Inc. from
1982 to 1994.

	H. Garrett Smith, age 44, has served as a director since November 17,
2004. Mr. Smith is currently a private investor. From December of 2000 through
February of 2005, he was a Principal with BP Capital, LLC, a Dallas, Texas-based
investment firm specializing in the oil and gas industry, and as a General
Partner and Portfolio Manager of BP Capital Energy Equity Fund, an energy hedge
fund. From 1989 to 2000, Mr. Smith held a number of financial management
positions, including Executive Vice President and Chief Financial Officer, of
Pioneer National Resources Company, an exploration and production

	Helen M. Dickens, 52, has been a Director of the Company since 1995,
President of the Company since 2002 and was previously Vice President and
Secretary of the Company from 1989 to 2002.  Ms. Dickens is also President of
The Chotin Group Corporation. Previously, Ms. Dickens held the position of Vice
President along with Chief Operations Officer at The Chotin Group Corporation.
Prior to joining The Chotin Group Corporation in 1989, Ms. Dickens served as
Assistant Corporate Secretary and Assistant to the Chairman of the Board and
President of Uniwest Financial Corp., a non-diversified savings and loan holding
company.  Ms. Dickens received a Bachelor of Science degree from Metropolitan
State College with a Major in Accounting.

       John M. Grant, 44, was appointed Senior Vice President of the Company as
of January 1, 2005.  Mr. Grant is also a Senior Vice President of The Chotin
Group.  Mr. Grant joined The Chotin Group in 2004 after a decade at ING
Investment Management, where he served as Senior Vice President and Senior
Portfolio Manager.   From 1988 to 1993, Mr. Grant was a Senior Investment
Officer at Allmerica Asset Management, and prior to that time he served as an
Analyst at United Investment Research.   Mr. Grant holds a Bachelor of Arts
degree in Sociology from Boston University and an MBA from Northeastern
University.  In addition, he has earned the right to use the Chartered Financial
Analyst designation.


       Zachary H. Pashel, 33, was appointed Executive Vice President as of
January 1, 2005. Mr. Pashel is also Vice President of The Chotin Group. Prior
to joining The Chotin Group in 2004, Mr. Pashel's employment included Deson
Ventures and Greyrock Capital Partners, both groups specializing in middle
market private equity and M&A advisory services. Mr. Pashel also owned and
operated numerous companies in the real estate and aviation industries. Mr.
Pashel concentrated on English Literature at Brandeis University.

       David D. Frederick, 46, was appointed Treasurer in June 2005. Mr.
Frederick is also Vice President and Treasurer of the Chotin Group Corporation.
Prior to joining the Chotin Group Corporation, Mr. Frederick pursued personal
interests beginning in February 2001. Prior to that he was with Duke Energy
Corporation and predecessor entities for 12 years, the last 3 of which he served
as Chief Financial Officer of Duke Energy Field Services, a public subsidiary of
Duke Energy Corporation. Mr Frederick holds a Bachelor of Science degree in
Accounting from the University of Houston.

	Jennifer M. Land, 34, was appointed to Corporate Secretary of the Company
in January 2003.  Mrs. Land has also been employed with The Chotin Group
Corporation since 1993 where she has been the Executive Administrative Assistant
to the CEO.  She was given the additional position of Director of Human
Resources in December of 2000, Corporate Secretary of The Chotin Group in
January 2003, and Corporate Treasurer from March 2005 until June 2005.

       Directors and Executive Officers are elected annually for a one-year
term.

ITEM 11.	EXECUTIVE COMPENSATION
--------	----------------------
	As of December 31, 2005, no executive officer had received any
compensation exceeding $100,000.

	The Company has not paid any compensation pursuant to plans or any other
compensation arrangement.  The Company pays its outside director $1,000
annually.  No other officers or directors receive any compensation for their
services.


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
--------	---------------------------------------------------
		MANAGEMENT
		----------
							Amount and
							Nature Of
Title   					         Beneficial    Percent of
of Class	Name and Address of Beneficial Owner   Ownership (1)      Class
--------	------------------------------------   -------------   ----------

Common		Steven B. Chotin			   349,000	   100%
		6400 S. Fiddler's Green Circle,Ste 1200
		Greenwood Village, CO  80111

(1)  Amount of such shares with respect to which persons indicated have the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934:  Zero.


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------	----------------------------------------------

	The information relating to this Item is incorporated herein by reference
to Item 8, "Financial Statements and Supplementary Data" under Note 5  "Related
Party Transactions."



ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES
--------	--------------------------------------

	Qualifying under the definition of an Asset-Backed Issuer, Fund America
Investors Corporation II is not required to disclose this information required
under item 14.










































				PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
--------	------------------------------------------------------
		FORM 8-K
		--------
( a )(1)	Financial Statements
		- Balance Sheets (unaudited) at December 31, 2005 and 2004
		- Statements of Operations (unaudited) for the Years Ended
		  December 31, 2005, 2004, and 2003
		- Statements of Shareholder's Equity (unaudited) for the Years
		  Ended December 31, 2005, 2004 and 2003
		- Statements of Cash Flows (unaudited) for the Years Ended
		  December 31, 2005, 2004 and 2003
		- Notes to Financial Statements (unaudited) for the Years Ended
		  December 31, 2005, 2004 and 2003

( a )(2)	Financial Statement Schedules

		The financial statement schedules have been omitted because they
		are inapplicable.

( b )		Reports on Form 8-K
		None

( c )		Exhibits

		Exhibit 31.1 - Certification by the Chief Executive Officer
		pursuant to Rule 13a-14(a) and 15d-14(a) under the
		Exchange Act

		Exhibit 31.2 - Certification by the Chief Financial Officer
		pursuant to Rule 13a-14(a) and 15d-14(a) under the
		Exchange Act























       SIGNATURES



	Pursuant to the requirements of Section 13 or 15(d) 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.

						FUND AMERICA INVESTORS CORPORATION II
						(Registrant)


Date March 31, 2006				By: /s/Helen M. Dickens
     --------------				    --------------------------------
						    Helen M. Dickens
						    President

	Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



/s/ Steven B. Chotin     Director, Chairman, Chief Executive		March 31, 2006
--------------------     Officer (Principal Executive Officer)
Steven B. Chotin


/s/ Helen M. Dickens     Director, President 				March 31, 2006
--------------------	 (Principal Financial Officer)
Helen M Dickens


/s/ Garrett Smith    	 Director, President 				March 31, 2006
--------------------	 (Principal Financial Officer)
Garrett Smith


/s/ John Grant		 Senior Vice President				March 31, 2006
---------------------
John Grant


/s/ Zachary H Pashel   	 Executive Vice President			March 31, 2006
---------------------
Zachary H. Pashel


/s/ David D. Frederick	 Treasurer					March 31, 2006
---------------------
David D Frederick


/s/ Jennifer M. Land     Secretary					March 31, 2006
---------------------
Jennifer M. Land

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.


	Since the Company has a sole shareholder, the Company has not sent and
will not send an annual report or proxy material to its shareholder.