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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K


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                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 Date of Report
                                 March 13, 2001

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                 CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP
             Organized pursuant to the Laws of the State of Maryland

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                         Commission File Number 0-11973

      Internal Revenue Service - Employer Identification Number 52-1321492

                 11200 Rockville Pike, Rockville, Maryland 20852

                                 (301) 468-9200

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ITEM 5. OTHER EVENTS
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     There  is no  established  market  for the  purchase  and  sale of units of
additional  limited  partnership  interest (Units) in the Partnership,  although
various  informal  secondary  market services exist. Due to the limited markets,
however, investors may be unable to sell or otherwise dispose of their Units.

     On March 13, 2001, Bond Purchase,  L.L.C.  (Bond) initiated an unregistered
tender offer to purchase  approximately  2,475 of the  outstanding  Units in the
Partnership at a price of $53 per Unit.  The offer expires April 30, 2001.  Bond
is unaffiliated with the Partnership or the Managing General Partner.  The price
offered was determined solely at the discretion of Bond and does not necessarily
represent the fair market value of each Unit.

     The Managing General Partner has not expressed,  and does not express,  any
opinion and remains  neutral  toward any offer for the purchase of Units such as
that described above.




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                                    SIGNATURE
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     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 hereunto duly authorized.

                                  CAPITAL REALTY INVESTORS-II LIMITED
                                    PARTNERSHIP
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                                  (Registrant)

                                  by:  C.R.I., INC.
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                                       General Partner



APRIL 3, 2001                          by:  /S/ SUSAN R. CAMPBELL
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DATE                                        Susan R. Campbell
                                            Executive Vice President

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