UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities and Exchange Act of 1934

For the fiscal quarter ended: September ~~June~~ 30, 2003

Commission File Number: 33-4682

CAPITAL BUILDERS DEVELOPMENT PROPERTIES II,

A CALIFORNIA LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

State or other jurisdiction of incorporation or organization:
California

~~I.R.S.~~(State ~~Employer~~or ~~Identification~~other ~~No.:~~jurisdiction ~~77-0111643~~of incorporation or organization)

~~Address of principal executive offices:~~ 77-0111643

(I.R.S. Employer Identification No.)

1130 Iron Point Road, Suite 170, Folsom, California 95630

~~Registrant's~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) Zip ~~code:~~Code

Registrant's telephone number, including area code: (916) 353-0500

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

Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Units

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No

As of ~~June~~September 30, 2003 the aggregate Limited Partnership Units held by nonaffiliates of the registrant was 23,030. There is no market for the Units.

Forward-Looking Statements

When used in this quarterly report, the words "believes," "anticipates" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected, including, but not limited to, those set forth in the sections entitled "Potential Factors Affecting Future Operating Results" and "Qualitative and Quantitative Disclosures About Market Risks" below. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the case hereof. The Partnership undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART 1 - FINANCIAL INFORMATION

Capital Builders Development Properties II
(A California Limited Partnership)
BALANCE SHEETS
[Discontinued Operations]
(unaudited)
	June 30,	December 31,
	September 30,		December 31,
	2003	~~2002~~	2002
ASSETS
Cash	$1,~~369~~346,~~969~~142	~~$1,196,236~~	$1,196,236
Accounts receivable, net of allowance for doubtful accounts of $20,049 at June 30, 2003 and December 31, 2002, respectively	49,938	148,588
Accounts receivable, net of allowance for doubtful accounts of $20,049 at September 30, 2003 and December 31, 2002, respectively	45,142		148,588
Investment property, at cost, net of accumulated depreciation of $1,031,878 and $2,070,581 at June 30, 2003 and December 31, 2002, respectively	5,108,519	9,776,167
Investment property, at cost, net of accumulated depreciation of $1,031,878 and $2,070,581 at September 30, 2003 and December 31, 2002, respectively	5,325,394		9,776,167
Lease commissions, net of accumulated amortization of $68,433 and $190,200 at June 30, 2003 and December 31, 2002, respectively	84,067	140,843
Lease commissions, net of accumulated amortization of $68,433 and $190,200 at September 30, 2003 and December 31, 2002, respectively	84,067		140,843
Other assets, net of accumulated amortization of $-0- and $34,593 at June 30, 2003 and December 31, 2002, respectively	5,513	90,327
Other assets, net of accumulated amortization of $-0- and $34,593 at September 30, 2003 and December 31, 2002, respectively	5,513		90,327
Total assets	$6,~~618~~806,~~006~~258	~~$11,352,161~~	$11,352,161
LIABILITIES AND PARTNERS' EQUITY
Notes payable	- - - - -	~~$4,084,942~~	$4,084,942
Accounts payable and accrued liabilities	5165,~~467~~081	~~21,076~~	21,076
Tenant deposits	41,862	~~97,471~~	97,471
Total liabilities	47206,~~329~~943	~~4,203,489~~	4,203,489
Commitments and contingencies
Partners' Equity:
General Partner	1920,~~875~~161	~~(24,345)~~	(24,345)
Limited Partners	6,~~550~~579,~~802~~154	~~7,173,017~~	7,173,017
Total Partners' equity	6,~~570~~599,~~677~~315	~~7,148,672~~	7,148,672
Total liabilities and Partners' equity	$6,~~618~~806,~~006~~258	~~$11,352,161~~	$11,352,161
See accompanying notes to the financial statements.

Capital Builders Development Properties II
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30,
THREE AND NINE MONTHS ENDED SEPTEMBER 30
[Discontinued Operations]
(unaudited)
	2003		2002		~~2002~~
	Three	~~Six~~Nine	Three	Nine	~~Three~~	~~Six~~
	Months	Months	Months	Months	~~Months~~	~~Months~~
	Ended	Ended	Ended	Ended	~~Ended~~	~~Ended~~
Revenues
Rental and other income	$~~139~~158,~~540~~444	$~~382~~541,~~737~~181	$627,592	$1,995,769	~~$701,018~~	~~$1,368,177~~
Interest income	32,~~055~~633	1316,~~626~~259	1,366	5,048	~~1,738~~	~~3,682~~
Total revenues	~~142~~161,~~595~~077	~~396~~557,~~363~~440	628,958	2,000,817	~~702,756~~	~~1,371,859~~
Expenses
Operating expenses	5747,~~095~~286	~~133~~181,~~961~~247	150,903	419,467	~~131,126~~	~~268,564~~
Repairs and maintenance	15,~~187~~646	7186,~~029~~675	173,079	429,842	~~169,412~~	~~256,763~~
Property taxes	4215,~~798~~730	6984,~~126~~856	39,487	119,545	~~39,325~~	~~80,058~~
Interest	- - - - -	48,611	213,875	649,141	~~229,096~~	~~435,266~~
General and administrative	8153,~~269~~779	~~160~~214,~~616~~395	81,516	239,290	~~80,337~~	~~157,774~~
Depreciation and amortization	- - - - -	- - - - -	34,895	429,344	~~199,825~~	~~394,449~~
Total expenses	~~196~~132,~~349~~441	~~483~~615,~~343~~784	693,755	2,286,629	~~849,121~~	~~1,592,874~~
Loss from operations	(53,754)	(86,980)			(146,365)	(221,015)
Income (loss) from operations	28,636	(58,344)	(64,797)	(285,812)
Gain from sale of investment property	- - - - -	4,508,980	- - - - -	- - - - -	~~- - - - -~~	~~- - - - -~~
Net (loss) income	(53,754)	4,422,000			(146,365)	(221,015)
Net income (loss)	28,636	4,450,636	(64,797)	(285,812)
Allocated to general partner	~~(538)~~286	44,~~220~~506	(648)	(2,858)	~~(1,464)~~	~~(2,210)~~
Allocated to limited partners	($5328,~~216)~~350	$4,~~377~~406,~~780~~130	($64,149)	($282,954)	~~($144,901)~~	~~($218,805)~~
Net (loss) income per limited partnership unit	($2.31)	$190.09			($6.29)	($9.50)
Net income (loss) per limited partnership unit	$1.23	$191.32	($2.79)	($12.29)
Average units outstanding	23,030	23,030	23,030	23,030	~~23,030~~	~~23,030~~
See accompanying notes to the financial statements.

Capital Builders Development Properties II
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30,
NINE MONTHS ENDED SEPTEMBER 30
[Discontinued Operations]
	2003	2002
(unaudited)
Cash flows from operating activities:
	2003	2002
Net income (loss)	$4,422,000	($221,015)
Cash flows from operating activities:
Adjustments to reconcile net income (loss) to cash flow (used in) provided by operating activities:
Net income (loss)	$4,450,636	($285,812)
Gain from sale of investment property	(4,508,980)	- - - - -
Adjustments to reconcile net income (loss) to cash flow provided by (used in) operating activities:
Depreciation and amortization	- - - - -	394,449
Gain from sale of investment property	(4,508,980)	- - - - -
Changes in assets and liabilities
Depreciation and amortization	- - - - -	429,344
Decrease in accounts receivable	12,836	36,057
Changes in assets and liabilities
Increase in leasing commissions	(17,149)	(48,885)
Decrease in accounts receivable	17,633	56,967
Decrease (Increase) in other assets	27,158	(93,292)
Increase in leasing commissions	(17,149)	(61,746)
(Decrease) Increase in accounts payable and accrued liabilities	(15,609)	5,553
Decrease (Increase) in other assets	27,160	(67,741)
(Decrease) Increase in tenant deposits	(55,609)	7,237
Increase (Decrease) in accounts payable and accrued liabilities	144,005	(294,201)
Net cash (used in) provided by operating activities	(135,353)	80,104
(Decrease) Increase in tenant deposits	(55,609)	7,860
Cash flows from investing activities:
Net cash provided by (used in) operating activities	57,696	(215,329)
Improvements to investment properties	(13,697)	(568,291)
Cash flows from investing activities:
Net proceeds from sale of investment property	9,407,720	- - - - -
Improvements to investment properties	(230,571)	(264,673)
Net cash provided by (used in) investing activities	9,394,023	(568,291)
Net proceeds from sale of investment property	9,407,720	- - - - -
Cash flows from financing activities:
Net cash provided by (used in) investing activities	9,177,149	(264,673)
Proceeds from issuance of debt	- - - - -	508,652
Cash flows from financing activities:
Payments of debt	(4,084,942)	(77,138)
Proceeds from issuance of debt	- - - - -	441,749
Distribution to Limited Partners	(4,999,995)	- - - - -
Payments of debt	(4,084,942)	(44,411)
Net cash (used in) provided by financing activities	(9,084,937)	431,514
Distribution to Limited Partners	(4,999,997)	- - - - -
Net increase (decrease) in cash	173,733	(56,673)
Net cash (used in) provided by financing activities	(9,084,939)	397,338
Cash, beginning of period	1,196,236	399,514
Net increase (decrease) in cash	149,906	(82,664)
Cash, end of period	$1,369,969	$342,841
Cash, beginning of period	1,196,236	399,514
Cash paid for interest	$48,611	$435,266
Cash, end of period	$1,346,142	$316,850
See accompanying notes to the financial statements.
Cash paid for interest	$48,611	$649,141
See accompanying notes to the financial statements.

Capital Builders Development Properties II

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

~~June~~September 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND

ORGANIZATION

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows:

Basis of Accounting

The financial statements of Capital Builders Development Properties II (The "Partnership") are prepared on the accrual basis of accounting and therefore revenue is recorded as earned and costs and expenses are recorded as incurred.

During July 2002, the Highlands 80 ("H80") buildings (8 individual buildings) were listed for sale, along with the Capital Professional Center project ("CPC") (two individual buildings). This resulted in all real estate assets of the Partnership being listed for sale during the year ended December 31, 2002. As discussed in Note 3, five of the eight H80 buildings and CPC have been sold as of the quarter ended March 31, 2003, leaving three H80 buildings unsold as of ~~June~~September 30, 2003. Subsequent to the quarter ended September 30, 2003, these buildings were formally re-listed for sale. However, the buildings were continuously available for sale throughout the quarter.

In accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS 144), the current year results from the operations and financial position of the entire entity, as well as all other periods presented, have been classified as discontinued operations as the Partnership had listed all assets for sale before December 31, 2002 and the Partnership had met all of the other criteria of long-lived assets to be disposed of by sale. Depreciation was ceased on all buildings or project when the buildings or project were listed for sale in accordance with FAS 144.

Additionally, in accordance with FAS 144, all unsold buildings were evaluated for impairment. No impairment adjustments were required.

Management has not and will not adopt a strategy for dissolving the Partnership until such time as a majority of the Partnership's properties have been sold, sales contracts for the balance of the properties are pending, and the General Partner approves such a plan.

Organization

Capital Builders Development Properties II, a California Limited Partnership, is owned under the laws of the State of California. The Managing General Partner is Capital Builders, Inc., a California corporation (CB).

The Partnership is in the business of real estate development and is not a significant factor in its industry. The Partnership's investment properties are located near major urban areas and, accordingly, compete not only with similar properties in their immediate areas but with hundreds of properties throughout the urban areas. Such competition is primarily on the basis of locations, rents, services and amenities. In addition, the Partnership competes with significant numbers of individuals and organizations (including similar companies, real estate investment trusts and financial institutions) with respect to the purchase and sale of land, primarily on the basis of the prices and terms of such transactions.

Investment Properties

Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

The Partnership's investment property consists of commercial land, buildings and leasehold improvements that are carried net of accumulated depreciation. Depreciation iswas provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives of three to forty years. The straight-line method of depreciation iswas followed for financial reporting purposes. Depreciation and amortization was ceased when the corresponding real estate assets were listed for sale.

Other Assets

Included in other assets are loan fees. Loan fees are amortized over the life of the related note. In conjunction with the payoff of all notes, loan fees were fully amortized.

Lease Commissions

Lease commissions are costs associated with obtaining leases with terms in excess of one year. The Partnership capitalizes these costs and amortizes them on a straight line basis over their related lease term.

Income Taxes

The Partnership has no provision for income taxes since all income or losses are reported separately on the individual Partners' tax returns.

Revenue Recognition

Rental income is recognized on a straight-line basis over the life of the lease, which may differ from the scheduled rental payments.

Allowance for Doubtful Accounts Receivable

The allowance for doubtful accounts is based upon analysis of possible losses from trade receivables. The allowance for doubtful accounts was $20,049 as of ~~June~~September 30, 2003 and December 31, 2002. The provision for losses during the periods ended ~~June~~September 30, 2003 and December 31, 2002 was $-0- and $16,648, respectively.

Net Income (Loss) per Limited Partnership Unit

The net income (loss) per Limited Partnership Unit is computed based on the weighted average number of Units outstanding of 23,030 during the periods ended ~~June~~September 30, 2003 and December 31, 2002.

Statement of Cash Flows

For purposes of the statement of cash flows, the Partnership considers all short-term investments with a maturity, at date of purchase, of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements requires Partnership Management to make estimates and judgments that effect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, Partnership Management evaluates its estimates, including those related to long lived assets, accounts receivable, and contingencies and litigation. Partnership Management bases its estimates on current information, historical experience and or various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recognition of revenue that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

NOTE 2 - RELATED PARTY EXPENSE REIMBURSEMENT AND FEE ARRANGEMENT

The Managing General Partner (Capital Builders, Inc.) and the Associate General Partners are entitled to reimbursement of expenses incurred on behalf of the Partnership and certain fees from the Partnership. These fees include: a portion of the sales commissions payable by the Partnership with respect to the sale of the Partnership Units; an acquisition fee of up to 12.5% of gross proceeds from the sale of the Partnership Units; a property management fee up to 6% of gross rental revenues realized by the Partnership with respect to its properties; a subordinated real estate commission of up to 3% of the gross sales price of the properties; and a subordinated 25% share of the Partnership's distributions of cash from sales or refinancing. The property management fee currently being charged is 5% of gross rental revenues collected.

All acquisition fees and expenses, all underwriting commissions, and all offering and organizational expenses which can be paid are limited to 20% of the gross proceeds from sales of Partnership Units provided the Partnership incurs no borrowing to develop its properties. However, these fees may increase to a maximum of 33% of the gross offering proceeds based upon the total acquisition and development costs, including borrowing. Since the formation of the Partnership, 27.5% of these fees were paid to the Partnership's related parties, leaving a remaining maximum of 5.5% ($633,325) of the gross offering proceeds. The Managing General Partner does not believe that any remaining portion of these fees are payable by the Partnership, although the ultimate amount of these costs cannot be determined until the remaining Highlands 80 Phase III property is fully developed.

The total management fees paid to the Managing General Partner were $1726,~~124~~198, and $6799,~~519~~764 for the ~~six~~nine months ended ~~June~~September 30, 2003 and 2002, respectively, while total reimbursement of expenses was $~~133~~201,~~521~~937 and $~~154~~221,~~255~~596, respectively. For the ~~second~~third quarter 2003, the total management fees paid to the Managing General Partner were $39,~~967~~074, and $3432,~~383~~245 for the three months ended ~~June~~September 30, 2003 and 2002, respectively, while total reimbursement of expenses was $6268,~~276~~416 and $7967,~~547~~341, respectively.

Management fees are classified on the Statements of Operations as an Operating Expense. Reimbursement of expenses are primarily for investor services, preparation of SEC filings, audit coordination and other Partnership management functions. Expense reimbursements are classified as General and Administrative expenses on the Statements of Operations.

In accordance with the Partnership Agreement, the General Partner may hire outside consultants or perform the necessary accounting, reporting and investor service functions internally, and pass through the associated costs. It has been determined by the General Partner that if outside consultants were to perform these functions, the related costs would be substantially higher to the Partnership.

The Managing General Partner will reduce its future participation in proceeds from sales by an amount equal to the loss on the abandonment of option fees in 1988 ($110,000) and interest on the amount at a rate equal to that of the borrowed funds rate as determined by construction or permanent funds utilized by the Partnership.

NOTE 3 - INVESTMENT PROPERTY

The components of the investment property account are as follows for the periods ended:

		June 30, 2003	December 31, 2002
		September 30, 2003	December 31, 2002
Land		$ 1,165,958	$ 2,858,121
Building and improvements		4,246,304	8,048,437
Building and Improvements		4,283,195	8,048,437
Tenant Improvements		~~728~~908,~~135~~119	940,190
Investment property, at cost		6,~~140~~357,~~397~~272	11,846,748
Less: accumulated depreciation and amortization		(1,031,878)	(2,070,581)
Less:	accumulated depreciation and amortization	(1,031,878)	(2,070,581)
Investment property, net		$ 5,~~108~~325,~~519~~394	$ 9,776,167

During the fourth quarter of 2002, the Partnership sold four out of the eight Highlands 80 buildings. The Partnership received net proceeds of $8,525,041 after commissions and closing costs. The sale of these buildings resulted in a prior year gain recognition of $4,240,907. In conjunction with these sales, tenant security deposits were assumed by the Buyers while the Partnership retained ownership of the accounts receivable.

During January 2003, the Partnership sold an additional Highlands 80 building and CPC. The Partnership received net proceeds of $9,407,720 after commissions and closing costs. The sale of these assets resulted in gain recognition of $4,508,980 during the quarter ended March 31, 2003. In conjunction with these sales, tenant security deposits were assumed by the Buyers while the Partnership retained ownership of the accounts receivable. There were no additional sales during the ~~quarter~~quarters ended June 30, 2003 or September 30, 2003.

The sales listing with the sales broker for the three remaining Highlands 80 buildings ~~has~~had expired. Itand iswas ~~Management's intention to not formally~~ re-~~list~~instated ~~these~~subsequent ~~buildings~~to ~~with~~September ~~the broker at this point in time. However~~30, ~~the Partnership's decision to sell the buildings has not changed and the broker continues to solicit the buildings for sale~~2003.

NOTE 4 - NOTES PAYABLE

Notes Payable consist of the following at June 30,:	2003	2002
A mortgage loan of $4,200,000 with a fixed interest rate of 7.97% and requiring monthly principal and interest payments of $32,333, which was sufficient to amortize the loan over 25 years. The loan was due January 10, 2006. The note was collateralized by a First Deed Of Trust on Capital Professional Center's (CPC) land, buildings and improvements. This loan was paid in full in the first quarter of 2003.	$ - - - - -	$ 4,084,942
Total Notes Payable	$ - - - - -	$ 4,084,942

Notes Payable consist of the

~~The~~following ~~Partnership~~at ~~was~~September ~~in compliance with all restrictive debt covenants during the first quarter of~~ 30,: 2003 ~~and held no debt during the second quarter of 2003.~~ 2002

A mortgage loan of $4,200,000 with a fixed interest rate of 7.97% and requiring monthly principal and interest payments of $32,333, which was sufficient to amortize the loan over 25 years. The loan was due January 10, 2006. The note was collateralized by a First Deed Of Trust on Capital Professional Center's (CPC) land, buildings and improvements. This loan was paid in full in the first quarter of 2003. $ - - - - - $ 4,084,942

Total Notes Payable $ - - - - - $ 4,084,942

The Partnership was in compliance with all restrictive debt covenants during the first quarter of 2003 and held no debt during the third quarter of 2003.

The Partnership did not incur any gain or loss from the pay off of the mortgage loans.

NOTE 5 - LEASES

The Partnership leases its continuing property under long term noncancelable operating leases to various tenants. The facilities are leased through agreements for rents based on the square footage leased. Minimum annual base rental payments, excluding leases associated with the January 2003 sales, under these leases for the full years ending December 31 are as follows:

2003	438,103
2004	458,546
2005	387,516
2006	254,448
Total	$ 1,538,613

NOTE 6 - RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations (SFAS No. 143). This statement requires an enterprise to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets. SFAS No. 143 also requires the enterprise to record the contra to the initial obligation as an increase to the carrying amount of the related long-lived asset, i.e., the associated asset retirement costs, and to depreciate that cost over the life of the asset. The liability is increased at the end of each period to reflect the passage of time, i.e., accretion expense, and changes in the estimated future cash flows underlying the initial fair value measurement. The Partnership adopted SFAS No. 143 on January 1, 2003. This statement had no ~~material~~ impact on the Partnership's financial reporting and related disclosures.

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

Liquidity and Capital Resources

During the month of July 2002, the Highlands 80 project (8 individual buildings) was listed for sale, and during the month of October 2002 the CPC project (two individual buildings) was listed for sale, which resulted in all real estate assets of the Partnership being listed for sale during the year ended December 31, 2002.

In accordance with the Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS 144), the current year results from the operations and financial position of the entire entity, as well as all other periods presented, have been classified as discontinued operations as the Partnership had listed all assets for sale before December 31, 2002 and the Partnership had met all of the other criteria of long-lived assets to be disposed of by sale. Additionally, all prior periods have been stated as if the entire entity had been a discontinued operation. Depreciation was ceased on all buildings or project when the buildings or project was listed for sale in accordance with FAS 144.

The Partnership commenced operations on May 22, 1986 upon the sale of the minimum number of Limited Partnership Units. The Partnership's initial source of cash was from the sale of Limited Partnership Units. Through the offering of Units, the Partnership raised $11,515,000 (represented by 23,030 Limited Partnership Units). Cash generated from the sale of Limited Partnership Units was used to acquire land and for the development of a mixed use commercial project and a 40% interest in a commercial office project. In May 1997, the remaining 60% interest in the project was acquired.

The Partnership's primary current sources of cash are from cash balances, property rental income and sales proceeds once the remaining Highlands 80 buildings are sold. As of ~~June~~September 30, 2003, the Partnership had $1,~~369~~346,~~969~~142 in cash. It is the Partnership's investment goal to utilize existing cash reserves for continued leasing operations (tenant improvements and leasing commissions) at Highlands 80 Phase III. The Partnership no longer has any debt service obligations since all loans have been paid off in full. As the remaining Highlands 80 buildings are sold, future net sales proceeds will be distributed to the Limited Partners.

During the ~~six~~nine months ended ~~June~~September 30, 2003, the Partnership sold an additional Highlands 80 building and the entire Capital Professional Center project. These sales netted the Partnership $9,407,720 after commissions and closing costs. The Partnership utilized these proceeds to pay down its remaining debt of $4,084,942 and made cash distributions to its Limited Partners totaling $4,999,995.

The Partnership's future cash flow from operations should approximate break even until the Highlands 80 Phase III building is leased up or until additional buildings are sold. As Phase III is leased up, rental income will increase; whereas as buildings are sold, rental income will decrease. The Partnership will continue to incur administration costs until all of the assets of the Partnership are sold.

The Partnership will continue to incur improvement costs asfor the Phase III building. As isof ~~leased.~~September 30, 2003, approximately $231,000 of these costs have been incurred. The ~~total~~remaining projected ~~building~~leasing and tenant improvement costs expected to be incurred ~~during~~for ~~the~~Phase ~~remainder~~III ~~of 2003~~ are estimated to be $~~930~~700,000. These costs will be funded with current cash reserves.

During the ~~six~~nine months ended ~~June~~September 30, 2003, the Partnership paid $1726,~~124~~198 in management fees to its Managing General Partner. Management fees are classified on the Statements of Operations as an Operating Expense. The General Partner is currently charging 5% of collected revenue.

The Partnership's ability to maintain or improve cash flow is dependent upon its ability to maintain and improve the occupancy of its investment properties and its ability to continue to sell its assets. Management believes the Partnership's financial resources should be adequate to meet 2003's obligations and no adverse change in liquidity is foreseen. The Partnership's properties' current market values are in excess of its total liabilities.

Critical Accounting Policies and Estimates

The Partnership's discussion and analysis of its financial condition and results of operations are based upon the Partnership's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires Partnership Management to make estimates and judgments that effect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, Partnership Management evaluates its estimates, including those related to long lived assets, accounts receivable, deferred revenue, and contingencies and litigation. Additionally, on an on-going basis Partnership Management also evaluates the debt obligations of the Partnership and evaluates the Partnership's ability to satisfy these obligations. Partnership Management bases its estimates on current information, historical experience and or various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recognition of revenue that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Partnership believes the following critical accounting policy affects its more significant judgments and estimates used in the preparation of its financial statements:

Valuation of Investment Property (Long-Lived Assets):

Investment property is evaluated for impairment on a continual basis based on the property's occupancy levels, annual cash flows, and projected cash flows based on the rental market and other factors including prospective new tenants.

Classification as Discontinued Operations:

All real estate assets of the Partnership have been listed for sale during the year ended December 31, 2002. In accordance with the Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS 144), the current year results from the operations and financial position of the entire entity have been classified as discontinued operations. Additionally, all prior periods have been stated as if the entire entity had been a discontinued operation. Depreciation was ceased on all buildings or project when the buildings or project was listed for sale in accordance with FAS 144.

Results of Operations

During the ~~six~~nine months ended ~~June~~September 30, 2003 as compared to ~~June~~September 30, 2002, the Partnership's total revenues decreased by $~~975~~1,~~496~~443,377 (7172.1%), while its expenses also decreased by $1,~~109~~670,~~531~~845 (6973.71%), resulting in a decrease in net loss from operations of $~~134~~227,~~035~~468 (6079.6%).

The decrease in revenue, expenses and net loss from operations is due the sale of five out of the eight buildings at Highlands 80 and the sale of Capital Professional Center. During the fourth quarter of 2002, four of the Highlands 80 buildings were sold. During the ~~six~~nine months ended ~~June~~September 30, 2003, an additional Highlands 80 building and Capital Professional Center were sold. The Partnership utilized these proceeds to pay down its remaining debt of $4,084,942 and made cash distributions to its Limited Partners totaling $4,999,995. These sales resulted in the Partnership recognizing a gain from sale of investment property totaling $4,508,980 and a total net income of $4,~~422~~450,~~000~~636 for the ~~six~~nine months ended ~~June~~September 30, 2003. General and administrative costs primarily include fixed costs which did not fluctuate with the building sales.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

The Partnership does not have a material market risk due to financial instruments held by the Partnership.

ITEM 4. CONTROLS AND PROCEEDS

Disclosure Controls and Procedures

Changes in Internal Control over Financial Reporting

There has been no change in Capital Builders Development Properties II's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 15d-15 that occurred during the quarter ended ~~June~~September 30, 2003 that has materially affected, or is reasonably likely to materially affect, Capital Builders Development Properties II's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 10-Q

Exhibits

31.1 Rule 13a-14 Certification

31.2 Rule 13a-14 Certification

32.1 Section 1350 Certifications*

* This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is deemed to be "filed" with the Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CAPITAL BUILDERS DEVELOPMENT PROPERTIES II

a California Limited Partnership

By: Capital Builders, Inc.

Its Corporate General Partner

Date: November ~~August~~ 11, 2003

By:_____________________________________

Michael J. Metzger

President

Date: ~~August~~ November 11, 2003

By:~~_____________________________________~~ __________________________________

Kenneth L. Buckler

Chief Financial Officer

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