<PAGE>
<PAGE>
                 SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549

                       ______________________

                             FORM 10-Q

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

          For the quarterly period ended   MARCH 31, 1999
                  Commission file number   0-18042


               COMMUNITY INVESTMENT PARTNERS II, L.P.
______________________________________________________________________
       (Exact name of registrant as specified in its charter)


   MISSOURI                                43-1609351
______________________________________________________________________
   (State or other jurisdiction of         (IRS Employer
   incorporation or organization)          Identification No.)

   12555 Manchester Road
   St. Louis, Missouri                     63131
______________________________________________________________________
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code   (314) 515-2000
                                                     --------------

   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 [     ]




                               1
<PAGE>
<PAGE>
           COMMUNITY INVESTMENT PARTNERS II, L.P.

                           INDEX

<TABLE>
<CAPTION>
                                                                  Page
                                                                 Number
<S>                                                              <C>
Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Schedule of Portfolio Investments                          3
         Statement of Financial Condition                           6
         Statement of Income                                        7
         Statement of Cash Flows                                    8
         Statement of Changes in Partnership Capital                9
         Notes to Financial Statements                             10

Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                      11

Part II. OTHER INFORMATION  <F*>

Item 1.  Legal Proceedings                                         13

Item 6.  Exhibits and Reports on Form 8-K                          13

         Signatures                                                14

<FN>
<F*>     Items 2,3,4 and 5 are omitted as they are not applicable
</TABLE>


                               2

<PAGE>
<PAGE>

                         Part. 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
                             COMMUNITY INVESTMENT PARTNERS II, L.P.
                               SCHEDULE OF PORTFOLIO INVESTMENTS
                                      As of March 31, 1999

___________________________________________________________________________________________________
<CAPTION>
Company                    Nature of Business
Investment Date            Investment                                     Cost      Fair Value

___________________________________________________________________________________________________
<S>                        <C>                                        <C>           <C>
HAWK CORPORATION           Designs, engineers, manufactures,
(Houghton Acquisition      and markets friction products and
Corporation)               precision engineered components

                           8% Contingent EBITDA
                           Promissory Note, due 4/30/00                         -            -

GLOBAL SURGICAL            Formed to acquire the Urban
CORPORATION                Microscope Division and the
                           Surgical Mechanical Research
                           subsidiary of Storz Medical

      January 31, 1994     3,000 shares of Common Stock                   300,000      300,000
      June 30, 1995        7% Promissory Note, due 6/29/00                 45,000       45,000
      January 26, 1996     7% Promissory Note, due 1/25/01                 67,500       67,500

COMPUTER MOTION, INC.      Develops and supplies medical robotics

      September 6, 1996    40,948 warrants to purchase
                           common stock, exercisable
                           at $4.569 per warrant through
                           5/2/03                                               8            8

      September 6, 1996    16,208 shares of Common Stock                  124,993      162,080
                           16,209 warrants to purchase
                           common stock, exercisable
                           at $7.712 per warrant,
                           through 12/31/03                                   250          250

FOCI ACQUISITION           A chain of greeting card/
CORPORATION                party stores which offer
(D/B/A FACTORY CARD        a full line of products at
OUTLET)                    everyday value prices

      July 30, 1996        26,063 Common Shares                           249,865           -
___________________________________________________________________________________________________

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


                               3
<PAGE>
<PAGE>

                         Part. 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                            COMMUNITY INVESTMENT PARTNERS II, L.P.
                          SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D)
                                      As of March 31, 1999
___________________________________________________________________________________________________

Company                    Nature of Business
Investment Date            Investment                                     Cost      Fair Value
___________________________________________________________________________________________________
<S>                        <C>                                        <C>           <C>
PERMALOK CORPORATION       Develops and sells steel
                           pipe joining system to the
                           domestic underground
                           utility construction industry

      Sept. 24, 1996       25,000 shares of Convertible
                           Preferred Stock and 25,000
                           Warrants to purchase convertible
                           Preferred Stock, exercisable
                           at $9.60 per share, through 7/31/03         $  200,000   $  200,000

STEREOTAXIS, INC.          Develops and markets a system
                           by which surgery can be conducted
                           remotely using computer
                           controlled magnets

      Dec. 30, 1996        138,889 shares of Preferred Stock              100,000      100,000

      Nov. 12, 1997        28,019 shares of Series C Preferred
                           Stocks and 5,281 Warrants to purchase
                           Preferred Stock, exercisable at
                           $1.50 per share, through 10/31/02.              42,029       42,029

      June, 26, 1998       66,667 shares of Series C
                           Preferred Stock                                100,001      100,001

MEDICAL DEVICE             Specializes in the development,
ALLIANCE, INC,             manufacture and marketing of devices
                           for ultrasound-assisted lipoplasty

      January 24, 1997     20,000 shares of Common Stock                  100,000      100,000

ONLINE RESOURCES &         Provides a variety of inter-active
COMMUNICATIONS             banking and financial services to end-
CORPORATION                users and corporate customers in the
                           banking and financial services industry

      March 17, 1997       1,525 shares of Series C
                           Convertible Preferred Stock                    152,466      152,466

                           Warrants to purchase
                           20,327 shares of Common
                           Stock at $3.00 per warrant,
                           expiring 6/1/02
___________________________________________________________________________________________________

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


                               4
<PAGE>
<PAGE>

                         Part. 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                             COMMUNITY INVESTMENT PARTNERS II, L.P.
                           SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D)
                                     As of March 31, 1999
___________________________________________________________________________________________________

Company                    Nature of Business
Investment Date            Investment                                     Cost      Fair Value
___________________________________________________________________________________________________
<S>                        <C>                                        <C>           <C>
ADVANCED UROSCIENCE,       Developing Acyst, an injectable
INC.                       bulking agent, for the treatment
                           of stress urinary incontinence.

      April 7, 1997        25,000 shares of Series A
                           Preferred Stock                             $  100,000   $  100,000

NEOCRIN COMPANY            Research and development
                           of minimally invasive,
                           encapsulated cellular transplants
                           for the treatment of diabetes.

      Sept. 3, 1997        50,000 shares of Series E
                           Preferred Stock                                100,000      100,000

BIOSEPARATIONS, INC.       Develops automated
                           instrumentation that can
                           isolate and process cells for
                           use in biotechnology,
                           diagnostic, therapeutic, and
                           clinical research applications

     October 14, 1997      50,000 shares of Series B
                           Preferred Stock                                100,000      100,000
                           Warrant to purchase 9,091
                           shares of Common Stock
                           at $1.10 per share, through
                           10/15/02                                             -            -

                           Warrant to purchase 50,000
                           shares of Series B Preferred Stock
                           at $0.20 per share, through 1/31/01                  -            -
                                                                       ----------   ----------

                           TOTAL INVESTMENTS                           $1,782,112   $1,569,334
                                                                       ==========   ==========

___________________________________________________________________________________________________


The accompanying notes are an integral part of these financial statements.
</TABLE>


                               5
<PAGE>
<PAGE>

                         Part. 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements


<TABLE>
                     COMMUNITY INVESTMENT PARTNERS II, L.P.

                        STATEMENT OF FINANCIAL CONDITION
                                   (UNAUDITED)

<CAPTION>
                                                                  March 31,       December 31,
                                                                    1999              1998
______________________________________________________________________________________________
<S>                                                              <C>               <C>

                                     ASSETS
                                     ------

Investments at Fair Value
   (cost $1,782,112 and $1,807,912, respectively)                $1,569,334        $1,671,491
Cash and Cash Equivalents                                            49,299            26,598
Accrued Interest and Dividends Receivable                            26,775            25,322
                                                                 ----------        ----------
TOTAL ASSETS                                                     $1,645,408        $1,723,411
                                                                 ==========        ==========

                       LIABILITIES AND PARTNERSHIP CAPITAL
                       -----------------------------------

Liabilities:
Accounts Payable and Accrued Expenses                            $   17,500        $   14,000
                                                                 ----------        ----------
   TOTAL LIABILITIES                                                 17,500            14,000
                                                                 ----------        ----------
Partnership Capital:

Capital - Limited Partners                                        1,611,510         1,692,198
Capital - General Partners                                           16,398            17,213
                                                                 ----------        ----------

   TOTAL PARTNERSHIP CAPITAL                                      1,627,908         1,709,411
                                                                 ----------        ----------
TOTAL LIABILITIES AND
   PARTNERSHIP CAPITAL                                           $1,645,408        $1,723,411
                                                                 ==========        ==========

______________________________________________________________________________________________

The accompanying notes are an integral part of these financial statements.
</TABLE>

                               6
<PAGE>
<PAGE>

                         Part. 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements


<TABLE>
                     COMMUNITY INVESTMENT PARTNERS II, L.P.
                               STATEMENT OF INCOME
                                   (UNAUDITED)

<CAPTION>
                                                                 Three Months      Three Months
                                                                    Ended             Ended
                                                                March 31, 1999    March 31, 1998
___________________________________________________________________________________________________
<S>                                                                <C>               <C>
                                     INCOME
                                     ------

Dividend and Interest Income                                       $  1,980          $  3,874
                                                                   --------          --------

   TOTAL INCOME                                                       1,980             3,874
                                                                   --------          --------

                                    EXPENSES
                                    --------

Management Fees                                                           -             7,092
Professional Fees                                                     6,213             4,096
Independent General Partners' Fees                                        -             1,000
                                                                   --------          --------

   TOTAL EXPENSES                                                     6,213            12,188
                                                                   --------          --------

Net Loss before Realized Losses and
   Unrealized (Losses) Gains                                         (4,233)           (8,314)
Net Realized Losses on
   Sale of Investments                                                 (913)                -
Net Unrealized (Losses) Gains on
   Investments                                                      (76,357)          120,144
                                                                   --------          --------
NET (LOSS) INCOME                                                  $(81,503)         $111,830
                                                                   ========          ========
Per Unit Information:
   Net (Loss) Income                                               $   (.72)         $    .99
                                                                   ========          ========
   Net Asset Value                                                 $  14.47          $  17.42
                                                                   ========          ========
Units Outstanding:
   Limited Partners                                                 111,395           111,395
   General Partners                                                   1,135             1,135
___________________________________________________________________________________________________

The accompanying notes are an integral part of these financial statements.
</TABLE>


                               7
<PAGE>
<PAGE>

                         Part. 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements


<TABLE>
                     COMMUNITY INVESTMENT PARTNERS II, L.P.

                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>
                                                                 Three Months      Three Months
                                                                    Ended             Ended
                                                                March 31, 1999    March 31, 1998
___________________________________________________________________________________________________
<S>                                                                <C>             <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:

   Net (loss) income                                               $(81,503)       $ 111,830
   Adjustments to reconcile net (loss) income to net
    cash provided by operating activities -
   Increase in accrued expenses                                       3,500            8,254
   Increase in accrued interest and
    dividends receivable                                             (1,453)          (1,928)
   Sale of portfolio investments                                     24,887           51,600
   Unrealized losses (gains) on portfolio investments                76,357         (120,144)
   Net realized losses on sale of portfolio investments                 913                -
                                                                   --------        ---------

   Total cash provided by operating activities                       22,701           49,612
                                                                   --------        ---------


   Net increase in cash and cash equivalents                         22,701           49,612

CASH AND EQUIVALENTS, beginning of period                            26,598          112,496
                                                                   --------        ---------

CASH AND EQUIVALENTS, end of period                                $ 49,299         $162,108
                                                                   ========         ========

___________________________________________________________________________________________________

The accompanying notes are an integral part of these financial statements.
</TABLE>


                               8
<PAGE>
<PAGE>

                         Part. 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements


<TABLE>
                     COMMUNITY INVESTMENT PARTNERS II, L.P.

                   STATEMENT OF CHANGES IN PARTNERSHIP CAPITAL
                                   (UNAUDITED)


<CAPTION>
                                                Three Months Ended March 31, 1999 and 1998

                                            Limited Partners    General Partners      Total
_______________________________________________________________________________________________
<S>                                            <C>                  <C>            <C>
Balance, December 31, 1997                     $1,830,287           $18,608        $1,848,895

Net Income                                        110,712             1,118           111,830
                                               ----------           -------        ----------

Balance, March 31, 1998                        $1,940,999           $19,726        $1,960,725
                                               ==========           =======        ==========


Balance, December 31, 1998                     $1,692,198           $17,213        $1,709,411

Net Loss                                          (80,688)             (815)          (81,503)
                                               ----------           -------        ----------

Balance, March 31, 1999                        $1,611,510           $16,398        $1,627,908
                                               ==========           =======        ==========

_______________________________________________________________________________________________


The accompanying notes are an integral part of these financial statements.
</TABLE>

                               9
<PAGE>
<PAGE>

              Part. 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements


               COMMUNITY INVESTMENT PARTNERS II, L.P.
                   NOTES TO FINANCIAL STATEMENTS
                            (UNAUDITED)

BASIS OF PRESENTATION

     Community Investment Partners II, L.P. (CIP II) is a limited
partnership which has elected to be a business development company under
the Investment Company Act of 1940, as amended. As a business
development company, the partnership is required to invest at least 70%
of its total assets in qualifying investments as specified in the
Investment Company Act. CIP Management, L.P., LLLP (Management), a
limited liability limited partnership, is the Managing General Partner
of CIP II. Management is responsible for making all decisions regarding
CIP II's investment portfolio. CIP II is no longer making initial
investments, but may continue to make follow-on investments.

     All portfolio investments are carried at cost until significant
developments affecting an investment provide a basis for revaluation.
Thereafter, portfolio investments are carried at fair value as obtained
from outside sources or at a value determined quarterly by the Managing
General Partner under the supervision of the Independent General
Partners. Due to the inherent uncertainty of valuation, those estimated
values for portfolio investments carried at cost may differ
significantly from the values that would have been used had a ready
market for the investment existed, and the differences could be material
to the financial statements. Investments in securities traded on a
national securities exchange are valued at the latest reported sales
price on the last business day of the period. If no sale has taken
place, the securities are valued at the last bid price. If no bid price
has been reported, or if no exchange quotation is available, the
securities are valued at the quotation obtained from an outside broker.
Investment transactions are recorded on a trade date basis. Income is
recorded on an accrual basis.

     The General Partners of CIP II, have amended, and Management has
agreed to amend, the Management Agreement for CIP II to clarify the
right of Management to waive all or any portion of the management fee
from time to time without any reduction in the level of services.


                              10
<PAGE>
<PAGE>

              Part. 1.  FINANCIAL INFORMATION

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


               COMMUNITY INVESTMENT PARTNERS II, L.P.
                 MANAGEMENT'S FINANCIAL DISCUSSION

RESULTS OF OPERATIONS

     Net loss for the period ending March 31, 1999 was $81,503,
compared to net income of $111,830 for the period ending March 31, 1998.
The difference is primarily attributable to net unrealized losses of
$76,357 in the first quarter of 1999 versus net unrealized gains of
$120,144 in the first quarter of 1998. Also, expenses have decreased
nearly 50%, from $12,188 in the first quarter of 1998 to $6,213 in the
first quarter of 1999 due to management waiving the management fee and
the discontinuance of the director's fee.

     Net unrealized losses are comprised of net unrealized losses from
FCOA Acquisition Corporation and Computer Motion, Inc. in the amounts of
$35,837 and $40,520, respectively. FCOA Acquisition Corporation has
filed for Chapter 11 Bankruptcy as of March 23, 1999.

     As of March 31, 1999, unrealized losses on investments totaled
$212,778. The future income or loss of the Partnership is contingent
upon the performance of the portfolio investments and the ability to
find suitable investment alternatives.



                              11
<PAGE>
<PAGE>

              Part. 1.  FINANCIAL INFORMATION

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


INVESTMENT TRANSACTIONS

Following is a summary of portfolio investment transactions during the
period ended March 31, 1999.

<TABLE>
<CAPTION>
                           Type of                                                    Realized
Company                    Transaction              Cost           Proceeds             Loss
------------------------   -------------------    --------         --------           --------
<S>                        <C>                    <C>              <C>                <C>
SALES:
------
Quarter 1 ended:
----------------
Hawk Corp. (Houghton       Payment of
  Acquisition Corp.)       Term Note              $25,800           $24,887            $(913)
                                                  --------         --------           --------

    TOTAL SALES                                   $25,800           $25,800            $(913)
                                                  ========         ========           ========
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

     The partnership's total capital of $1,627,908 as of March 31,
1999, consisted of $1,611,510 in limited partner capital and $16,398 in
general partner capital.  Net loss was allocated to the limited partners
in the amount of $80,688 and to the general partners in the amount of
$815.

     At March 31, 1999, the Partnership had $49,299 in cash and cash
equivalents.


SUBSEQUENT EVENTS

     The Partnership has made an additional investment of $6,000 in
Neocrin Company on April 23, 1999, purchasing 3,000 shares of Series F
Preferred Stock.

YEAR 2000 ISSUE

     Although the Partnership has no Year 2000 issues that would result
from its own information systems, the Partnership has investments in
publicly and privately placed securities and loans. The Partnership may
be exposed to credit risk to the extent that the related borrowers are
materially adversely impacted by the Year 2000 issue.


                              12
<PAGE>
<PAGE>

                Part. II.  OTHER INFORMATION


           COMMUNITY INVESTMENT PARTNERS II, L.P.

Item 1:   Legal Proceedings

     The partnership is not a party to any material pending legal
proceedings.

Item 6:   Exhibits and Reports on Form 8-K

     (a) Exhibits
     None

     (b) Reports on Form 8-K
     No reports were filed on Form 8-K for the quarter ended June 30,
1998.




                              13
<PAGE>
<PAGE>


                             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.


               COMMUNITY INVESTMENT PARTNERS II, L.P.

      By:   CIP Management, L.P., LLLP, Managing General Partner
      By:   CIP Management, Inc., its Managing General Partner

<TABLE>
<S>                            <C>                                    <C>
/s/  Daniel A. Burkhardt
     _______________________   President, Treasurer and Director      May 10, 1999
     Daniel A. Burkhardt


/s/  Ray L. Robbins
     _______________________   Vice-President and Director            May 10, 1999
     Ray L. Robbins
</TABLE>



                              14