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(Mark One)

X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 2001

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission file number 2-89185

                           Virginia                                                                             54-1191237

               (State of incorporation)                                            (I.R.S. Employer Identification No.)

  One North Jefferson, St. Louis, Missouri                                                       63103

Registrant's telephone number: 314-955-3000

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

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

(Title of class)

________________

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be 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 (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     

Documents Incorporated by Reference:

SIGNATURES

Item 1. Business.

Gulledge Realty Investors II, L.P., ("Registrant" or "Partnership") is a Virginia limited partnership formed to invest as a limited partner in other limited partnerships ("Project Partnerships") that own and operate apartment complexes ("Projects") that are financed and/or operated under federal or state housing assistance programs. Part of the original objective of the Registrant was to generate tax losses for investors. However, due to changes in the tax regulations, the use of these losses has been restricted for most investors.

Gull-AGE Properties, Inc. ("General Partner"), a Delaware corporation, is the General Partner of the Registrant. The stock of the General Partner is owned by Gull-AGE Capital Group, Inc., whose stock was originally owned 50% by the Gulledge Corporation ("Gulledge"), the former general partner, and 50% by A.G. Edwards, Inc. ("Edwards"), a St. Louis-based financial services holding company. In March of 1988, Edwards, through an affiliate, acquired all the shares of Gull-AGE Capital Group, Inc. formerly held by Gulledge. Edwards' principal subsidiary, A.G. Edwards & Sons, Inc., a securities and commodities broker-dealer, was a principal distributor of Units of the Registrant. As a result, neither the General Partner nor Gull-AGE Capital Group, Inc. has any current affiliation with Gulledge.

On November 1, 1990, Gull-AGE Properties, Inc. was approved by a majority-of-interest of holders of limited partner units to become the sole General Partner of the Registrant. Gull-AGE Properties, Inc. replaced the Gulledge Corporation as Managing General Partner and Eugene A. Gulledge and Keith A. Gulledge as individual General Partners.

Pursuant to the Securities Act of 1933, the Registrant filed a Form S-11 Registration Statement with the Securities and Exchange Commission. Reference is made to the Prospectus contained in said Registration Statement declared effective April 30, 1984.

Commencing on April 30, 1984, the Registrant began offering through Gulledge Securities Corporation ("Selling Agent") and other broker-dealers up to 10,000 units (with an option to sell up to 25,000 units) of limited partnership interest (the "Units") at $1,000 per unit ("Offering"), with a minimum purchase of five Units ($5,000).

As of September 30, 1985, the date that the offering terminated, the Registrant had accepted subscriptions for 11,458 units from 1,038 Investor Limited Partners and 356 units from General and Special Limited Partners.

As of December 31, 2001, the Registrant has investments in Project Partnerships which own the Projects listed below:

Although each Project must compete in the market place for tenants, interest subsidies and/or rent supplements from governmental agencies make it possible to offer certain of these dwelling units to eligible tenants at a cost significantly below the market rate for comparable conventionally-financed dwelling units.

The Registrant is attempting to sell its assets and liquidate. The ability to sell the Registrant's assets, i.e. the Project Partnerships, is limited by the overall market conditions in the geographic areas where the Projects operate and, potentially, by the ability of the Projects to qualify for Low Income Housing Tax Credits. For those Project Partnerships for which the Registrant's ownership interest is pledged as collateral in connection with promissory notes, the Registrant must also consider the outstanding balances of the notes and in some cases negotiate a reduced payoff on the notes. The sale of the assets will cause capital gains to be passed through to its partners as a result of negative tax bases in each of the investments from the accumulation of previous years losses.

Item 2. Properties.

Other than its interests in the Project Partnerships, the Registrant does not own any property. The General Partner believes that the Projects described below are all in satisfactory physical condition.

Item 3.        Legal Proceedings.

        The Registrant is not currently subject to any pending material legal proceeding.

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

        No matters were submitted to a vote of security holders.

Item 5.        Market for the Registrant's Common Stock and Related Security

                    Holder Matters.

        As of December 31, 2001, the number of holders of units was 1,011.

        The Registrant is a limited partnership and thus has no common stock. There is no ready market for the Units and it is not anticipated that there will be any market. Any acquisitions or dispositions of Units that have occurred have been the result of private transactions, usually between related parties, and the Registrant has no knowledge of the prices bid for or asked with respect to the Units. The General Partner has no plans to offer any services that would match prospective buyers with prospective sellers of Units.

Item 6.        Selected Financial Data.

The net loss for 2001 was $329,969 compared to net loss of $309,098 for 2000 and net income for 1999 of $84,440 (see Items 6 and 14(a)1). Net income for 1999 was primarily due to a distribution from the sale of the assets of Greentree Housing Limited Partnership ("Greentree") compared to the net losses for 2001 and 2000 described in the following paragraphs.

Pine West, Ltd., ("Pine West") and Rancho Vista Associates ("Rancho Vista") project partnership interests were sold August 14, 2001 and December 19, 2001, respectively. The gain on the sale of the interests is included in Gain on Sale of Project Partnerships in the Statement of Operations.

The assets of Florence Housing Associates ("Florence") and Greentree were sold on November 30, 2000 and October 15, 1999, respectively. As a result of the sales, the Registrant recorded an Investment in Project Partnerships equal to its proportionate share of the gain on the sales. Following the equity method of accounting, the Registrant was then required to reduce its investment balance by previously unrecognized losses from Florence and Greentree, which reduced the Registrant's investment in the projects back to zero. In 1999, the Registrant received a $347,596 distribution from Greentree due in large part to proceeds from the sale. The distribution is recorded in Distributions from zero-basis Project Partnerships in the Statement of Operations.

Distribution income from zero-basis Project Partnerships was $96,370 in 2001 compared to $24,489 in 2000 and $383,005 in 1999. The increase in Distributions from zero-based Project Partnerships in 2001 as compared to 2000 was mainly the result of recognizing $86,911 of distributions from Hawthorn as distribution income because the Registrant's investment balance in Hawthorn went below zero. Under the equity method, as applied to interests in Limited Liability Partnerships, once an investment balance reaches zero, distributions no longer reduce the investment account, but instead are recognized as distribution income (see Note F to the Financial Statements). Income from distributions was greater in 1999 compared to 2000 and 2001 primarily due to the $347,596 distribution from Greentree.

Equity in income of Project Partnerships was $32,323 in 2001 as compared to $173,537 in 2000 and $180,464 in 1999. Equity income decreased in 2001 due to a decrease in equity income from Hawthorn, because the investment balance had been reduced to zero (see Note F to the Financial Statements).

The Gain on Sale of Project Partnerships of $31,867 in 2001 was due to the sale of the limited partner interests of Rancho Vista Associates and Pine West, Ltd.

Expenses decreased in 2001 compared to 2000 primarily because of a decrease in operating expenses and professional fees. The decrease in professional fees was due to a $10,000 decrease in legal fees. The decrease in operating expenses was due to a $5,000 decrease in bad debts from the Project Partnerships. Expenses increased in 2000 compared to 1999 due to an increase in bad debts expense.

The accounting for an investment in a Project Partnership involves increasing and decreasing the Registrant's investment in each Project Partnership by the Registrant's share of the Project Partnership's income and loss, respectively. If losses accumulate greater than gains plus capital contributions and less distributions to date, the investment is reduced until that investment reaches zero. Losses incurred by a Project Partnership subsequent to the Registrant's investment reaching zero are not reflected in the Registrant's financial statements until such time as the Project Partnership reports net income. Losses reported from the Project Partnerships are primarily the result of depreciation expense and interest expense incurred on non-recourse government backed debt and non-recourse secondary financing loans. These losses, in and of themselves, do not accurately portray the surplus cash or excess cash (as defined by the United States Department of Housing and Urban Development ("HUD& quot;) and Farmers' Home Administration regulations) generating potential of the projects, such surplus cash being available for distribution to the partners of the Project Partnerships. The Registrant treats distributions as income, if the investment in the Project Partnership is zero, or as a return or withdrawal of capital invested in the Project Partnership, if the investment is above zero.

The Registrant is attempting to sell its assets and liquidate the Partnership. The ability to sell the Registrant's assets, i.e. the Project Partnerships, is limited by the overall market conditions in the geographic areas where the Projects operate and, potentially, by the ability of the Projects to qualify for Low Income Housing Tax Credits. For those Project Partnerships for which the Registrant's ownership interest is pledged as collateral in connection with promissory notes, the Registrant must also consider the outstanding balances of the notes and in some cases negotiate a reduced payoff on the notes. The sale of the assets will cause capital gains to be passed through to its partners as a result of negative tax bases in each of the investments from the accumulation of previous years losses.

The assets of the Registrant are illiquid. The primary source of cash to finance day-to-day operations is from distributions, if any, to the Registrant from the Project Partnerships. Due to a low volume of transactional activity, the Registrant's need for cash to finance day-to-day operations is minimal.

The distributions received from Project Partnerships in a given year is affected by regulatory restrictions and limitations and by the operations of the Project Partnerships. Operations of the Project Partnerships is, in turn, affected by several factors, among which are:

Shifts in these conditions could impact operating results of the Project Partnerships.

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk.

        The Partnership is exposed to interest rate risk related to changes in fair value on its fixed rate debt. As of December 31, 2001, the partnership had $3,726,843 of principal and accrued interest on a fixed rate note bearing interest at 9% (See Note F to the Financial statements).

Item 8.        Financial Statements and Supplementary Data.

Item 9.       Changes in and Disagreements with Accountants on Accounting and

                   Financial Disclosure.

Item 10.          Directors and Executive Officers of the Registrant.

        The Registrant has no officers or directors. The General Partner is Gull-AGE Properties, Inc. The following is information concerning the officers and directors of the General Partner, all of which are compensated by A.G. Edwards & Sons, Inc., an affiliate of the General Partner:

        Douglas L. Kelly, age 53, is President, Secretary and Treasurer of the General Partner. Mr. Kelly succeeds Robert L. Proost who retired March 1, 2001. Mr. Kelly joined A.G. Edwards & Sons, Inc. on January 1, 1994 and serves as Director, Corporate Vice President, Corporate Secretary, Director of Law and Compliance and Chief Financial Officer. Prior to joining A.G. Edwards & Sons, Inc., Mr. Kelly was a partner in Peper, Martin, Jensen, Maichel & Hetlage, a St. Louis area law firm, where he served as outside counsel to A.G. Edwards & Sons, Inc. for eight years.

        Robert J. Herleth, age 49, is a Vice President and Assistant Secretary of the General Partner. Mr. Herleth joined A.G. Edwards & Sons, Inc. in 1980. Since then he has specialized in the areas of real estate and finance. He is also Vice President of A.G.E. Realty Corp., the Special Limited Partner, which owns other real estate properties and interests. Prior to joining A.G. Edwards & Sons, Inc., Mr. Herleth was employed by Pantheon Corporation, a St. Louis area real estate development firm.

        Joseph G. Porter, age 41, is a Vice President, Assistant Treasurer and Assistant Secretary of the General Partner. Mr. Porter manages the operations of the General Partner. Mr. Porter succeeds Eugene J. King who retired on February 28, 1999. Mr. Porter joined A.G. Edwards & Sons, Inc. in 1982 and serves as Vice President and Principal Accounting Officer.

        The General Partner does not have any standing audit, nominating or compensation committees.

Item 11.        Executive Compensation.

        Under the provisions of the Registrant's Limited Partnership Agreement, the General Partner is entitled to receive an asset management fee (an annual cumulative amount of $114,580) and a program management fee (an annual noncumulative amount up to $59,250). No such fees were paid during 2001 or 2000. The accumulated amount of these fees accrued but not paid to the General Partner at December 31, 2001 are $774,880 of asset management fees and $0 of program management fees. The ability to pay the program management fee is limited by payment of priority items as outlined in the Registrant's Limited Partnership Agreement.

        The General Partner is also to receive a fee of 1% of the gross capital proceeds generated by the Project Partnerships for services connected with the disposition of Partnership investments. This payment is limited by payment of priority items as outlined in the Registrant's Limited Partnership Agreement. In addition, the General Partner will receive any fees to which the prior General Partners would be entitled for performing services with respect to the Project Partnerships of which the Registrant is the limited partner.

        Please refer to Note C of the financial statements referenced under Item 14(a)1 for additional information.

Item 12.        Security Ownership of Certain Beneficial Owners and Management.

        The General Partner owns a 1.1% interest in the Registrant and its affiliate, A.G.E. Realty Corporation, owns a 0.10% interest in the Partnership as Special Limited Partner. As of December 31, 2001, no person was known by the Registrant to be the beneficial owner of more than a 5% interest in the Partnership.

Item 13.        Certain Relationships and Related Transactions.

        An affiliate of Gull-AGE Properties, Inc., A.G.E. Realty Corp. holds a .10% interest in the Registrant as a Special Limited Partner.

        Please refer to Item 11 for additional information.

Item 14.        Exhibits, Financial Statements, Schedules and Reports on Form 8-K

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.

April 12, 2002                                               GULLEDGE REALTY INVESTORS II

                                                                                            (Registrant)

                                                                        By:    Gull-AGE Properties, Inc.

                                                                                 (General Partner)

                                                                        By:    /s/ Douglas L. Kelly

                                                                                 Douglas L. Kelly

                                                                                 President, Secretary,

                                                                                 Treasurer & Director

                                                                        By:    /s/ Robert J. Herleth

                                                                                 Robert J. Herleth

                                                                                 Vice President & Assistant Secretary

                                                                        By:    /s/ Joseph G. Porter

                                                                                 Joseph G. Porter

                                                                                 Vice President, Assistant Treasurer

                                                                                 & Assistant Secretary

To the Partners of

Gulledge Realty Investors II:

We have audited the accompanying balance sheets of Gulledge Realty Investors II (a limited Partnership) (the "Partnership") as of December 31, 2001 and 2000, and the related statements of operations, changes in partners' deficit and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Hawthorn Housing Limited Partnership, a majority owned Limited Partnership ("the Project Partnership"), the Partnership's investment in which is accounted for by use of the equity method. The Partnership's investment in the Project Partnership's net assets of $0 and $254,246 at December 31, 2001 and 2000, respectively, and its share of Project Partnership's net income of $32,323, $173,537 and $180,464 for each of the three years in the period ended December 31, 2001 are included in the accompanying financial statements. The financial statements of the Project Partnership were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to amounts included for such Project Partnership is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, such financial statements present fairly, in all material respects, the financial position of Gulledge Realty Investors II as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

April 8, 2002

S2100-020

See Notes to Financial Statements.

See Notes to Financial Statements.

See Notes to Financial Statements.

See Notes to Financial Statements.

The Partnership's principal line of business is investing in Project Partnerships that own and operate Projects that are financed and/or operated under federal or state housing assistance programs. Management believes that the Partnership operates in one business segment.

Where appropriate, prior years' financial information has been reclassified to conform with the current year presentation.

General partner (131 units)	1.1%
Special limited partners (225 units)	1.9
Investor limited partners (11,458 units)	97.0
	100.0%

General partner	4.0%
Special limited partners	6.0
Investor limited partners	90.0
	100.0%

Colony Place Associates, Ltd.

Condensed Balance Sheets

Condensed Statements of Operations

Note G             Condensed Financial Data of Project Partnerships (continued)

Country Oaks Apartments Limited Partnership.

Condensed Balance Sheets

Condensed Statements of Operations

Hawthorn Housing Limited Partnership

Condensed Balance Sheets

Condensed Statements of Operations

Note G            Condensed Financial Data of Project Partnerships (continued)

Olympic Housing Limited Partnership

Condensed Balance Sheets

Condensed Statements of Operations

Note G            Condensed Financial Data of Project Partnerships (continued)

Pine West, Ltd.

Condensed Balance Sheets

(Partnership Interest Sold in 2001)

Condensed Statements of Operations

Note G            Condensed Financial Data of Project Partnerships (continued)

Rancho Vista Associates

Condensed Balance Sheets

(Partnership Interest Sold in 2001)

Condensed Statements of Operations

Note G Condensed Financial Data of Project Partnerships (continued)

Combined Total of Project Partnerships

Condensed Balance Sheets

Condensed Statements of Operations