FORM 10-Q

              SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

     [x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended March 31, 1999
                             or

     [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from   N/A   to   N/A  

                   Commission File Number: 0-15448

                 CENTENNIAL MORTGAGE INCOME FUND II
        (Exact name of registrant as specified in its charter)

           California                          33-0112106
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)             Identification No.)

 1540 South Lewis Street, Anaheim, California        92805
  (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (714)502-8484

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.

                          YES  X     NO    












                             PART I


ITEM 1. FINANCIAL STATEMENTS


       CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
                      A Limited Partnership

                   Consolidated Balance Sheets
<TABLE>
<CAPTION>

<S>                              <C>               <C>
                                    March 31,        December 31,
                                      1999               1998
   Assets                          (Unaudited)       
-----------------------------------------------------------------
Cash and cash equivalents         $    808,000      $  1,010,000

Real estate loans 
  receivable, earning                  590,000           581,000
Real estate loans receivable
  from unconsolidated investee,
  nonearning (note 4)                    5,000            17,000 
-----------------------------------------------------------------
                                       595,000           598,000 

 Less allowance for possible 
  loan losses                              ---               --- 
-----------------------------------------------------------------
Net real estate loans receivable       595,000           598,000
-----------------------------------------------------------------
Real estate owned, held 
  for sale (note 3)                  4,624,000         4,599,000

 Less allowance for possible loan
  losses on real estate owned        1,411,000         1,411,000
-----------------------------------------------------------------
Net real estate owned                3,213,000         3,188,000 
-----------------------------------------------------------------







   See accompanying notes to consolidated financial statements 
                               1
       CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
                      A Limited Partnership

                   Consolidated Balance Sheets
                          (Continued)

<CAPTION>

<S>                              <C>               <C>
                                    March 31,        December 31,
                                      1999               1998
   Assets                          (Unaudited)        
-----------------------------------------------------------------
Due from affiliates                      2,000             2,000
Other assets, net                       41,000            22,000
-----------------------------------------------------------------
                                  $  4,659,000      $  4,820,000 
=================================================================

Liabilities and Partners' Equity                              
-----------------------------------------------------------------
Note payable                      $    234,000      $    234,000
Accounts payable and 
  accrued liabilities                   20,000            72,000
-----------------------------------------------------------------
   Total liabilities                   254,000           306,000
-----------------------------------------------------------------
Partners' equity (deficit)
  -- 29,141 limited partnership
  units outstanding at
  March 31, 1999 and 
  December 31, 1998
    General partners                   (56,000)          (56,000)
    Limited partners                 4,461,000         4,570,000 
-----------------------------------------------------------------
    Total partners' equity           4,405,000         4,514,000 

Contingencies (note 5)
-----------------------------------------------------------------
                                  $  4,659,000      $  4,820,000
=================================================================

</TABLE>





   See accompanying notes to consolidated financial statements 
                               2
       CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
                      A Limited Partnership

              Consolidated Statements of Operations


<TABLE>
<CAPTION>
          For the three months ended March 31, 1999 and 1998

<S>                              <C>               <C> 
                                       1999             1998
                                   (Unaudited)      (Unaudited)
-----------------------------------------------------------------
Revenue:
Interest income on loans 
  to nonaffiliates,
  including fees                  $    12,000       $     5,000
Interest on interest-
  bearing deposits                      9,000             2,000
Income from operations
  of real estate owned                 44,000            38,000
Other                                   4,000               ---
-----------------------------------------------------------------
    Total revenue                      69,000            45,000

Expenses:
Share of losses in
  unconsolidated investee                 ---            54,000
Operating expenses 
  from operations of 
  real estate owned                    20,000            19,000
Operating expenses 
  from operations of 
  real estate owned 
  paid to affiliates                    3,000             3,000
Expenses associated 
  with non-operating
  real estate owned                    13,000           125,000
Depreciation and 
  amortization expense                  1,000             1,000
Interest expense                        5,000             2,000






   See accompanying notes to consolidated financial statements 
                              3
          CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
                        A Limited Partnership

               Consolidated Statements of Operations
                         (Continued)

<CAPTION>
      For the three months ended March 31, 1999 and 1998

<S>                              <C>               <C> 
                                       1999             1998
                                   (Unaudited)      (Unaudited)
-----------------------------------------------------------------
General and administrative,
  affiliates                          111,000            45,000
General and administrative,
  nonaffiliates                        25,000            14,000
-----------------------------------------------------------------
    Total expenses                    178,000           263,000
-----------------------------------------------------------------
  Net loss                        $  (109,000)      $  (218,000)
=================================================================
Net loss per limited 
  partnership unit                $     (3.74)      $     (7.48)
=================================================================

</TABLE>





















   See accompanying notes to consolidated financial statements 
                              4
       CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
                      A Limited Partnership

           Consolidated Statement of Partners' Equity

<TABLE>
<CAPTION>

             For the three months ended March 31, 1999
<S>                   <C>            <C>            <C> 
                                                        Total
                         General        Limited        Partners'
                         Partners       Partners        Equity
                       (Unaudited)    (Unaudited)    (Unaudited)
-----------------------------------------------------------------
Balance at 
  December 31, 1998   $   (56,000)   $  4,570,000   $  4,514,000 

Net loss                      ---        (109,000)      (109,000)
-----------------------------------------------------------------
Balance at 
  March 31, 1999      $   (56,000)   $  4,461,000   $  4,405,000 
=================================================================

</TABLE>























   See accompanying notes to consolidated financial statements 
                               5
       CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
                      A Limited Partnership

              Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

      For the three months ended March 31, 1999 and 1998 


<S>                                <C>             <C> 
                                       1999             1998
                                    (Unaudited)      (Unaudited)
-----------------------------------------------------------------
Cash flows from 
 operating activities:
  Net loss                         $  (109,000)     $ (218,000)
  Adjustments to reconcile net
   loss to net cash used in
   operating activities:
     Depreciation and 
      amortization expense                 ---           1,000
     Equity in losses of 
      unconsolidated investee              ---          54,000 
Changes in assets 
  and liabilities:
   Increase in other assets            (19,000)        (11,000)
Increase (decrease) in 
    accounts payable and
    accrued liabilities                (52,000)         19,000
   Increase in interest
    and taxes payable
    on real estate owned                   ---          68,000
-----------------------------------------------------------------
Net cash used in
  operating activities                (180,000)        (87,000)
-----------------------------------------------------------------










   See accompanying notes to consolidated financial statements 
                               6
       CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
                      A Limited Partnership

           Consolidated Statements of Cash Flows
                          (Continued)

<CAPTION>
       For the three months ended March 31, 1999 and 1998
<S>                                <C>             <C> 
                                       1999             1998
                                    (Unaudited)      (Unaudited)
-----------------------------------------------------------------
Cash flows from 
  investing activities:
   Principal collected on loans         12,000         236,000
   Advances on loans                    (9,000)            ---
   Capital expenditures for real
     estate owned                      (25,000)            ---
-----------------------------------------------------------------
Net cash provided by (used in) 
  investing activities                 (22,000)        236,000
-----------------------------------------------------------------
Cash flows used in
  financing activities:
   Principal payments on
    notes payable                          ---         (12,000)
-----------------------------------------------------------------
Net increase (decrease) in cash       (202,000)        137,000

Beginning cash and
  cash equivalents                   1,010,000         195,000
-----------------------------------------------------------------
Ending cash and cash
  equivalents                      $   808,000      $   332,000
=================================================================
Supplemental schedule of 
  cash flow information:
   Cash paid during the
     quarter for:
       Interest                    $     5,000      $     2,000








See accompanying notes to consolidated financial statements 
                              7
       CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
                      A Limited Partnership

           Notes to Consolidated Financial Statements
                          (Unaudited)

                     March 31, 1999 and 1998 

(1)  BUSINESS

Centennial Mortgage Income Fund II (the "Partnership") was formed 
in 1985 and initially invested in commercial, industrial and 
residential income-producing real property through mortgage 
investments consisting of participating first mortgage loans, 
other equity participation loans, construction loans, and wrap-
around and other junior loans.  The Partnership's underwriting 
policy for granting credit was to fund loans secured by first and 
second deeds of trust on real property.  The Partnership's area 
of concentration is in California.  In the normal course of 
business, the Partnership participated with other lenders in 
extending credit to single borrowers.  The Partnership did this 
in an effort to decrease credit concentrations and provide a 
greater diversification of credit risk.

As of March 31, 1999, most of the Partnership's loans have been 
repaid or charged off.  However, during the early 1990's, real 
estate market values for undeveloped land in California declined 
severely.  As the loans secured by undeveloped land became 
delinquent, the Partnership elected to foreclose on certain of 
these loans, thereby increasing real estate owned balances.  As a 
result, the Partnership has become a direct investor in this real 
estate and intends to manage operating properties and develop raw 
land until such time as the Partnership is able to sell this real 
estate owned. 

As required by the Partnership Agreement, the Partnership is 
currently in the repayment stage, and as a result, cash proceeds 
from mortgage investments are no longer available for 
reinvestment.

(2)  BASIS OF PRESENTATION

The consolidated financial statements are unaudited and reflect 
all adjustments, consisting only of normal recurring accruals, 
which are, in the opinion of management, necessary for a fair 
statement of the results of operations for the interim periods.  
Results for the three months ended March 31, 1999 and 1998 are 
not necessarily indicative of results which may be expected for 
any other interim period, or for the year as a whole.  
                              8
Information pertaining to the three months ended March 31, 1999 
and 1998 is unaudited and condensed inasmuch as it does not 
include all related footnote disclosures.

The condensed consolidated financial statements do not include 
all information and footnotes necessary for fair presentation of 
financial position, results of operations and cash flows in 
conformity with generally accepted accounting principles.  Notes
to consolidated financial statements included in Form 10-K for 
the year ended December 31, 1998 on file with the Securities and 
Exchange Commission, provide additional disclosures and a further 
description of accounting policies. 

Financial Information about Industry Segments

The Partnership adopted Statement of Financial Accounting 
Standards No. 131, "Disclosures About Segments of an Enterprise 
and Related Information" ("SFAS 131").  Given that the 
Partnership is in the process of liquidation, the Partnership has 
identified only one operating business segment which is the 
business of asset liquidation.  The adoption of SFAS 131 did not 
have an impact on the Partnership's financial reporting.  
Net Loss per Limited Partnership Unit

Net loss per limited partnership unit was based on the weighted 
average number of limited partnership units outstanding of 29,141 
for all periods presented.


</TABLE>
<TABLE>

(3)  REAL ESTATE OWNED

<CAPTION>
Real estate owned consists of the following:
                                     (dollars in thousands) 
<S>                               <C>              <C>
                                      March 31,      December 31,
                                        1999             1998
-----------------------------------------------------------------
1.  Office building in 
      San Bernardino, CA             $   939         $   914
2.  Land in Sacramento, CA             3,685           3,685
-----------------------------------------------------------------
Total real estate owned              $ 4,624         $ 4,599
=================================================================
</TABLE>



                              9
(4)  TRANSACTIONS WITH AFFILIATES

Under the provisions of the Partnership Agreement, the general 
partners are to receive compensation for their services in 
supervising the affairs of the Partnership.  This partnership 
management compensation shall be equal to 10 percent of the cash 
available for distribution, as defined in the Partnership 
Agreement.  The general partners will not receive this 
compensation until the limited partners have received a 12 
percent per annum cumulative return on their adjusted invested 
capital, but are entitled to receive a 5 percent interest in cash 
available for distribution in any year until this provision has 
been met.  Adjusted invested capital is defined as the original 
capital invested less distributions from mortgage reductions.  
Payments to the general partners have been limited to 5 percent 
of cash available for distribution as the limited partners have 
not received their 12 percent per annum cumulative return.  Under 
this provision of the Partnership Agreement, no distributions 
were paid to the general partners during the three months ended 
March 31, 1999 or 1998.

The Partnership owns 50 percent of the outstanding capital stock 
of a corporation which has not been consolidated in the 
accompanying financial statements, LCR Development, Inc., 
("LCR").  The balance of outstanding capital stock in this 
corporation is owned by Centennial Mortgage Income Fund, 
("CMIF"), an affiliate.  LCR invested in a joint venture, 
Silverwood Homes ("Silverwood") which has constructed homes in 
Lancaster, California.  The Partnership has participated in 
making several loans to this corporation and this joint venture.  
Under the equity method of accounting, these loans are a 
component of the Partnership's investment in LCR , and therefore, 
the Partnership has recorded losses by LCR as a reduction of the 
carrying value of these loans receivable.  During 1998, the 
Partnership charged off the remaining balances of all but one of 
these loans against the cumulative LCR losses that it had 
recorded.

At March 31, 1999, the Partnership had a 50 percent participation 
in a single loan from Silverwood which is now unsecured.  The 
Partnership's disbursed balance of this loan at March 31, 1999 is 
$10,000 and the Partnership had applied $5,000, the balance of 
cumulative losses from unconsolidated investee against the 
carrying value of the note as of the same date.

The consolidated balance sheets and statements of operations of 
LCR have not been consolidated in the Partnership's financial 
statements.  The Partnership accounts for its investment in this 

                            10
corporation using the equity method.  The following represents 
condensed financial information for LCR Development, Inc. at 
March 31, 1999 and December 31, 1998 and for the three months 
ended March 31, 1999 and 1998:

                     LCR Development, Inc.
                    Consolidated Balance Sheets
                          (Unaudited)
<TABLE>
<CAPTION>

<S>                               <C>           <C>       
                                    March 31,       December 31,
  Assets                              1999              1998
-----------------------------------------------------------------
Cash                                $  2,000     $    11,000
Restricted cash                       30,000          20,000

Real estate owned                        ---         119,000
Less allowance for losses 
  on real estate investment              ---          17,000
-----------------------------------------------------------------
Net real estate owned                    ---         102,000

-----------------------------------------------------------------
                                      32,000     $   133,000
=================================================================

  Liabilities and Stockholders' Deficit         
-----------------------------------------------------------------
Notes payable to affiliates 
  CMIF                             2,784,000     $ 2,882,000 
  CMIF II                          1,535,000       1,549,000
-----------------------------------------------------------------
Total notes payable                4,319,000       4,431,000

Accounts payable and accrued
  liabilities                          8,000          12,000
Interest and taxes payable
  on real property                 1,925,000       1,837,000
Payable to affiliates                 19,000           5,000
-----------------------------------------------------------------
Total liabilities                  6,271,000       6,285,000 

Stockholders' deficit             (6,239,000)     (6,152,000)
-----------------------------------------------------------------
                                      32,000     $   133,000
=================================================================
</TABLE>
                             11
                   LCR Development, Inc.
            Consolidated Statements of Operations
                       (Unaudited)
<TABLE>
<CAPTION>
<S>                             <C>            <C>              
                                  Three months     Three months
                                      ended           ended
                                  March 31, 1999   March 31, 1998
-----------------------------------------------------------------
Housing sales                     $   123,000    $   418,000

Cost of housing sales                 118,000        383,000
Provision for losses                      ---        135,000
Selling and marketing expenses          1,000         24,000
General and administrative expenses       ---          9,000
-----------------------------------------------------------------
Operating income (loss)                 4,000       (133,000)
Interest expense                       90,000        105,000
-----------------------------------------------------------------
Net loss before income taxes          (86,000)      (238,000)
Income taxes                            1,000          1,000
-----------------------------------------------------------------
Net loss                              (87,000)      (239,000)
=================================================================
Interest expense not included 
  in share of losses                  (87,000)      (131,000)
-----------------------------------------------------------------
Allocable net loss                $       ---    $  (108,000)
=================================================================
Share of loss recorded            $       ---    $   (54,000)
=================================================================
</TABLE>

(5) CONTINGENCIES

There are no material pending legal proceedings.












                             12
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND  RESULTS OF OPERATIONS.

GENERAL

References to the "Partnership" in the following discussion 
refers to Centennial Mortgage Income Fund II and its wholly-owned 
subsidiaries.

The Partnership had net losses and losses per limited partnership 
unit of $(109,000) and $(3.74) and $(218,000) and $(7.48) for the 
three months ended March 31, 1999 and March 31, 1998, 
respectively.

Cautionary Statements Regarding Forward-Looking Information

The Partnership wishes to caution readers that the forward-
looking statements contained in this Form 10-Q under "Item 2. 
Management's Discussion and Analysis of Financial Condition and 
Results of Operations" and elsewhere in this Form 10-Q involve 
known and unknown risks and uncertainties which may cause the 
actual results, performance or achievements of the Partnership to 
be materially different from any future results, performance or 
achievements expressed or implied by any forward-looking 
statements made by or on behalf of the Partnership.  In 
connection with the "safe harbor" provisions of the Private 
Securities Litigation Reform Act of 1995, the Partnership is 
filing the following cautionary statements identifying important 
factors that in some cases have affected, and in the future could 
cause the Partnership's actual results to differ materially from 
those expressed in any such forward-looking statements.

The factors that could cause the Partnership's results to differ 
materially include, but are not limited to, general economic and 
business conditions, including interest rate fluctuations; the 
impact of competitive products and pricing; success of operating 
initiatives; adverse publicity; changes in business strategy or 
development plans; quality of management; availability, terms and 
deployment of capital; the results of financing efforts; business 
abilities and judgment of personnel; availability of qualified 
personnel; employee benefit costs and changes in, or the failure 
to comply with government regulations.

Risks of the year 2000 Issue

The Partnership is in the process of liquidating its remaining 
assets.  As of March 31, 1999, the Partnership held only cash, 
three notes secured by real estate, and two properties. 

                             13
Management anticipates that the Partnership will hold a lesser 
number of assets by January 1, 2000.  Management does not believe 
that the value of any of these assets is subject to valuation 
risk as a result of the year 2000 issues, other than general 
economic climate issues that might arise.  None of the 
Partnership's assets have any equipment with computerized 
components essential to their operation.

Although the Partnership has made some changes already to its 
software, these changes have not been tested.  The Partnership 
intends to begin testing changes made to its existing software in 
the next few months.  The Partnership has not, and does not 
contemplate spending any significant amount of funds to upgrade 
its computer systems inasmuch as virtually all of its computer 
needs could easily be met with existing "over the counter" 
software and hardware.  The cost of this software and hardware, 
if needed, should not exceed $10,000.  The only exception to this 
is the computer software which the Partnership uses to track its 
limited partners and their addresses.  The Partnership has made a 
preliminary evaluation of this software with its outside software 
consultant and believes that it can be modified for less than 
$10,000.  Even if attempts to correct deficiencies in the 
software without spending significant sums are not successful, 
the Partnership anticipates that it could convert its systems to 
standard spreadsheet or data base programs at a nominal cost.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1999, the Partnership had $808,000 in unrestricted 
cash and interest-bearing deposits.  The Partnership had no 
unfunded loan commitments at March 31, 1999.  Sources of funds 
are expected to be from the sale of real estate owned and the 
payoff or paydown of notes receivable.  Future operations of real 
estate owned are not expected to be a significant source of 
funds.  The Partnership received paydowns on loans totaling 
$12,000 during the three months ended March 31, 1999.

As of March 31, 1999, the Partnership has entered into a purchase 
and sale agreement to sell a portion of the 45 acres in 
Sacramento with an aggregate book value before allowance for 
losses of approximately $900,000.  Management currently estimates 
that the net sale proceeds from this transaction, if consummated, 
will be approximately equal to the net book value after 
allowances for losses.  The buyer's contingency periods provided 
for in the contract have expired and the buyer released a $50,000 
deposit against the purchase price to the Partnership during 
April 1999.  The escrow is scheduled to close in June 1999.  This

                             14
sale is subject to numerous uncertainties and there is no 
assurance that the transaction will be consummated.

The Partnership's notes payable commitments for the next year 
consist of interest and principal payments due of approximately 
$22,000 payable during the next twelve months.  In addition to 
the note payable commitments, the Partnership's principal capital 
requirements include: (i) real property taxes on real estate 
owned of approximately $52,000 payable during the next twelve 
months, and (ii) selling, general and administrative costs. These 
commitments are expected to be paid from existing cash balances.

Effective with the third quarter of 1991, the Partnership had 
suspended making any cash distributions to partners, due to a 
decline in liquidity and the uncertainty of the cash requirements 
for existing and potential real estate owned.  Pursuant to the 
Partnership Agreement, 60 months after the closing of the 
offering, cash proceeds from mortgage investments are no longer 
available for reinvestment by the Partnership.

Through the latter part of 1997, the general partners believed 
that the cash proceeds from mortgage reductions and the sale of 
real estate owned should be retained by the Partnership until 
such time as it was assured that it had sufficient cash to 
fulfill any potential operating requirements.  Due to the 
substantial real estate owned balances, these potential operating 
costs were considered to be very significant.  As a result of the 
substantial decrease in real estate owned which occurred during 
1998, the general partners determined that the Partnership could 
make a $3,496,000 distribution to its limited partners in October 
1998.

The general partners have had discussions with legal counsel 
regarding the amounts of cash reserves that would be prudent to 
be retained by the Partnership at this time.  In light of the 
substantial amount of real estate that the Partnership has held 
an interest in over the years, there is always the potential for 
future litigation to arise, particularly in the area of toxic 
contamination.  Although the general partners are not aware of 
any threatened litigation, or litigation that is likely to arise, 
they have determined that the Partnership should retain at least 
$1,000,000 in cash reserves to  be available to defend the 
Partnership in any future litigation which may arise.  It is 
expected that these reserves will be retained until such time as 
legal counsel advises the general partners that the potential for 
any future litigation is remote.



                             15
RESULTS OF OPERATIONS

Interest income on loans to nonaffiliates, including fees was 
$12,000 and $5,000 for the three months ended March 31, 1999 and 
1998, respectively.  The increase can be attributed to an 
increase in the average balances of these loans in the latter 
part of 1998 and continuing into the first quarter of 1999.

The real estate owned balance at March 31, 1999 and 1998 was 
$4,624,000 and $8,125,000, respectively.

The following sections entitled Nonaccrual Loans and Real Estate 
Owned provide a detailed analysis of these assets.

NONACCRUAL LOANS

The Partnership holds an investment in LCR and accounts for its 
investment in LCR using the equity method.  LCR has invested in a 
joint venture, Silverwood which has constructed homes.  The 
Partnership made a series of loans to LCR and Silverwood from 
1994 to 1997. The Partnership treated these loans as a component 
of its investment in LCR and reduced the carrying value of the 
loans by its share of losses recorded by LCR.

All of the loans to LCR and Silverwood were on nonaccrual status 
during all of 1998 and in the first quarter of 1999.  The 
Partnership's share of the outstanding balances of loans to LCR 
and Silverwood as of March 31, 1999 was $1,535,000.  All of these 
loans have become unsecured as a result of the Partnership 
releasing its liens in exchange for principal reductions.  The 
Partnership charged off all but one of these loans during the 
fourth quarter of 1998 against its previously recorded share of 
losses incurred by LCR.  The Partnership's share of the remaining 
loan was $10,000 as of March 31, 1999 and the Partnership had 
reduced its carrying value of this loan by $5,000 which 
represents the remaining portion of its share of losses incurred 
by LCR.


REAL ESTATE OWNED

A description of the Partnership's principal real estate owned 
follows:

Office Building in San Bernardino, California

The Partnership funded a loan during January 1988 with an 
original committed amount of $921,000 which was secured by a 

                             16
second trust deed on an office building comprised of 15,984 
square feet of rentable space located in San Bernardino, 
California.  The loan was provided as gap financing behind a 
first deed of trust in the amount of $350,000 to another 
financial institution.  The borrower was unable to payoff the 
loan at maturity and the Partnership foreclosed on April 20, 
1993.  The project was 83 percent leased as of December 31, 1998 
and 92 percent leased as of March 31, 1999, however, a number of 
leases expire in 1999 and occupancy levels could decline as a 
result.  The property generated net operating income of $21,000 
and $16,000 during the three months ended March 31, 1999 and 
1998, respectively.  The property is being marketed for sale and 
management has seen an increase in interest in the property as a 
result of the installation of an elevator.  The carrying value 
before allowance for possible losses at March 31, 1999 was 
$939,000.  The Partnership has recorded a $261,000 allowance for 
losses related to this property as of March 31, 1999.  As of 
March 31, 1999, the property was encumbered by a note secured by 
a first trust deed of $234,000 which matures June 1, 2008. 

45 Acres in Sacramento, California

The Partnership funded a loan in 1987 with a committed amount of 
$4,000,000 secured by a first trust deed on 44.52 acres in 
Sacramento, California.  The loan was provided for the 
development of offsite improvements.  The maturity date was 
February 1, 1991.  The borrower was unable to obtain construction 
financing and bring interest current.  The Partnership accepted a 
grant deed on the property on March 10, 1992.  The property is 
zoned for multi-family and light industrial use.  A portion of 
the property is adjacent to Highway 99 and has good freeway 
visibility.  The Partnership rezoned and subdivided a portion of 
the property to facilitate one escrow on a 6.5 acre portion of 
the property without freeway visibility.  This transaction closed 
escrow during the fourth quarter of 1997.  During the first 
quarter of 1998, the Partnership opened escrow on a 9.45 acre 
portion of the property which also did not have freeway 
visibility.  The purchase price was $875,000 and the transaction 
was subject to the buyer obtaining certain senior housing tax 
credits through a governmental lottery.  The buyer did not 
receive the tax credits and escrow was cancelled.  During the 
first quarter of 1999, the Partnership again opened escrow with a 
new buyer for a purchase price of $900,000 on the 9.45 acre 
portion of the property.  The buyer's contingency periods 
provided for in the contract have expired and the buyer released 
a $50,000 deposit against the purchase price to the Partnership 
during April 1999.  The escrow is scheduled to close at the end 
of the second quarter of 1999.  However, there is no assurance 

                             17
that this transaction will ever be consummated.  Both the parcel 
sold and the parcel in escrow are zoned for residential use.  The 
balance of the property is zoned for industrial/commercial use.  
There has been only limited industrial/commercial use development 
activity in the area surrounding this property during the past 
couple of years.  In light of this limited activity and 
management's objective of liquidating the Partnership's remaining 
assets as soon as practical, management may elect to sell this 
property at prices below its March 31, 1998 appraised value.  
Accordingly, the Partnership recorded an additional $504,000 
provision for losses against the carrying value of this property 
during 1998.  At March 31, 1999, the carrying value before 
allowance for possible losses was $3,685,000.  The Partnership 
had recorded a $1,150,000 allowance for losses related to this 
property as of March 31, 1999 and December 31, 1998.

Proposed Marina and Condominiums in Redwood City, California

On April 7, 1989, the Partnership foreclosed on a land loan 
located in Redwood City, California with an original committed 
amount of $3,487,000.  The purpose of the loan was to acquire the 
land and provide for the planning of a 122-slip marina plus an 
office building and restaurant.  The original maturity date of 
October 21, 1986 was extended to March 1, 1987.  In March 1987, 
the borrower filed bankruptcy.  The property had been in escrow 
since 1996 for a purchase price of $4,000,000.  Due to some 
pending costs to resolve access issues, the price was reduced to 
$3,900,000.  It closed escrow June 12, 1998 and the Partnership 
received net proceeds from the sale of $3,699,000.  The 
Partnership recorded a $71,000 gain on sale on this transaction.


10.66 Acres in Roseville, California

The Partnership funded a loan in 1990 with an original commitment 
of $2,779,000 secured by a second deed of trust on 982 acres in 
Roseville, California.  The borrower failed to make the required 
yearly principal payment to the first and second trust deed 
holders.  The first trust deed holder filed a notice of default 
for nonpayment.  Management negotiated a settlement agreement to 
accept a 10.66 acre commercial site as payment in full for the 
$2,779,000 note.  The property had been in escrow for an all cash 
purchase price of $1,200,000 and closed escrow June 30, 1998 with 
the Partnership receiving net proceeds of $1,124,000.  The 
Partnership recorded a $121,000 gain on sale on this transaction.




                             18
INTEREST ON INTEREST-BEARING DEPOSITS

Interest on interest-bearing deposits totaled $9,000 and $2,000 
for the three months ended March 31, 1999 and 1998, respectively.  
Interest on interest-bearing deposits represents interest earned 
on Partnership funds invested, for liquidity, in time certificate 
and money market deposits.  The increase in 1999 is primarily 
attributable to an increase in the average balance of cash and 
cash equivalents.

INCOME FROM OPERATIONS OF REAL ESTATE OWNED

Income from operations of real estate owned consists of operating 
revenues of $44,000 and $38,000 for the three months ended March 
31, 1999 and 1998, respectively.  The 1999 and 1998 revenues are 
from the office building in San Bernardino.  The increase during 
1999 resulted from increased occupancy levels.  Rental rates 
remained relatively flat.

PROVISION FOR POSSIBLE LOSSES 

There was no provision for possible losses for the three months 
ended March 31, 1999 or 1998.  The provision for possible losses 
results from the change in the allowance for possible losses on 
real estate owned net of chargeoffs, if any.  Management believes 
that the allowance for possible losses at March 31, 1999 is 
adequate to absorb the known and inherent risk in the 
Partnership's loan and real estate owned portfolio. 


SHARE OF LOSSES IN UNCONSOLIDATED INVESTEE

The Partnership has invested in a corporation in which it has 
less than a majority ownership and accounts for this investment 
using the equity method.  The Partnership's share of losses in 
this unconsolidated investee was $-0- and $54,000 for the three 
months ended March 31, 1999 and 1998, respectively.  The 1998 
share of losses consists primarily of provisions for losses on 
real estate investments related to the 179 lots in Lancaster 
owned by LCR.  By the end of 1998, LCR had liquidated most of its 
assets and as a result, virtually no gain or loss was recorded by 
LCR during the three months ended March 31, 1999 other than 
interest accruing as payable to the Partnership and CMIF, an 
affiliate.  Since the Partnership did not accrue this interest as 
income, it did not record its share of the loss resulting from 
this interest expense recorded by LCR.



                             19
OTHER EXPENSES

Operating expenses from operations of real estate owned were 
$20,000 and $19,000 for the three months ended March 31, 1999 and 
1998, respectively.  These expenses were associated with the 
office building in San Bernardino.

Operating expenses from operations of real estate owned paid to 
affiliates were $3,000 for both the three months ended March 31, 
1999 and 1998.  The operating expenses consist of property 
management fees paid to an affiliate.

Expenses associated with non-operating real estate owned were 
$13,000 and $125,000 for the three months ended March 31, 1999 
and 1998, respectively.  The expenses relate to the proposed 
marina and condominiums in Redwood City, the 45 acres in 
Sacramento, and the 10.66 acres in Roseville.  The decrease for 
the three months ended March 31, 1999 is primarily due to sale of 
the proposed marina and condominiums and the 10.66 acres in 
Roseville during the second quarter of 1998.

Depreciation and amortization expense was $1,000 for both the 
three months ended March 31, 1999 and 1998.

Interest expense was $5,000 and $2,000 for the three months ended 
March 31, 1999 and 1998, respectively.  The interest expense 
relates to the office building in San Bernardino.  The increase 
for 1999 is due to the refinance of the note secured by the 
office building in San Bernardino during 1998 and the resulting 
increase in principal outstanding on the new note.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses, affiliates totaled $111,000 
and $45,000, respectively, for the three months ended March 31, 
1999 and 1998.  These expenses are primarily salary allocation 
reimbursements paid to affiliates.  The increase from 1998 to 
1999 is due to several factors discussed below that were 
associated with the termination of five employment contracts 
effective March 31, 1999.

CC, the corporate general partner, entered into twelve month 
employment contracts with six employees on Apri1 1, 1998.  These 
contracts were guaranteed by the Partnership.  At that time, CC 
had no significant operations other than the management of the 
operations of the Partnership and several other affiliated 
partnerships.  These affiliated partnerships were also in the 
process of liquidating.

                              20
After several CC employees resigned, the General Partners 
concluded that it was in the best interest of the Partnership to 
enter into contracts to provide the remaining employees an 
incentive to continue working for CC until such time as the 
majority of the Partnership's remaining assets could be 
liquidated. 

The employment contracts provided for a ten percent increase in 
base compensation and six months of severance pay if the 
employees remained employed by the general partner until the end 
of their contract term.  All of the employees remained until the 
end of their contract terms.  Effective March 31, 1999, CC 
reduced its employees to one full time and two part time 
employees.  The Partnership's non cash assets decreased from 
$8,879,000 as of March 31, 1998 to $3,851,000 as of March 31, 
1999.

Approximately $29,000 of the increase in salary allocations 
during the quarter ended March 31, 1999 were the result of 
severance and vacation pay paid to the terminated employees.  The 
increase in base pay accounted for an additional $5,000 of the 
increase.  Approximately $10,000 of the increase was associated 
with an increase in the percentage of salaries allocated to the 
Partnership as a result of its increased share of assets being 
managed by CC.

 Future salary allocations from CC are expected to be 
substantially lower than in the first quarter of 1999 as a result 
of the termination of these employment contracts.

General and administrative expenses, nonaffiliates totaled 
$25,000 and $14,000 for the three months ended March 31, 1999 and 
1998, respectively.  These expenses consist of other costs 
associated with the administration of the Partnership and real 
estate owned. The increase in 1999 is principally to an increase 
in printing costs associated with mailings to investors and an 
increase in audit fees.











                             21


                            PART II

Other Information

Item 1.  Legal Proceedings

         None


Item 2.  Changes in Securities

         None


Item 3.  Defaults Upon Senior Securities

         None


Item 4.  Submission of Matters to a Vote of Security Holders

         None


Item 5.  Other Information

         None


Item 6.  Exhibits and Reports on Form 8-K

         (a)  None

         (b) None
















                        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.


CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
A California Limited Partnership


By:/s/John B. Joseph
_________________________________
John B. Joseph
General Partner                                      May 15, 1999


By:/s/Ronald R. White
_________________________________
Ronald R. White
General Partner                                      May 15, 1999


By:  CENTENNIAL CORPORATION
     General Partner



/s/Joel H. Miner
_________________________________
Joel H. Miner
Chief Financial Officer                              May 15, 1999