FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended   JUNE 30, 1998
                                     ------------------
                                              or
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
     For the transition period from           to
                                    ---------    ---------

Commission file number    0-17696


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         AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP
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------
       (Exact name of registrant as specified in its charter)

       Massachusetts
04-2992309
--------------------------------
-----------------------
 (State or other jurisdiction of                       (I.R.S.
Employer
incorporation or organization)
Identification No.)

One Boston, Place, Suite 2100, Boston Massachusetts
02108-4406
---------------------------------------------------
----------------
   (Address of principal executive offices)               (Zip
Code)

Registrant's telephone number, including area code   (617)
624-8900

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------
(Former name, former address and former fiscal year, if changed
since last
report)

     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
                                ------           ------

          AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP
          --------------------------------------------------
                      QUARTERLY REPORT ON FORM 10-Q
                FOR THE QUARTER ENDED June 30, 1998
               ------------------------------------------


                              TABLE OF CONTENTS
                              -----------------



 PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements

            Balance Sheets
            Statements of Operations
            Statement of Changes in Partners' Capital
            Statements of Cash Flows
            Notes to Financial Statements

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



 PART II - OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K

            Signatures

           American Affordable Housing II Limited Partnership

                                BALANCE SHEETS

                                    ASSETS

                                              June 30,
March 31,
                                                1998
1998
                                             (Unaudited)
(Audited)
                                             -----------
----------

INVESTMENTS IN OPERATING
   PARTNERSHIPS (note D)                     $2,866,578
$2,962,644

OTHER ASSETS
   Cash and cash equivalents                      7,494
12,456
   Notes receivable                              40,000
40,000
   Other assets                                   7,849
7,849
                                              ---------
---------

                                             $2,921,921
$3,022,949
                                              =========
=========


                                 LIABILITIES

Accounts payable affiliates                  $4,114,801
$4,008,555
Accounts payable                                  3,793
3,500
                                              ---------
---------
                                              4,118,594
4,012,055
                                              ---------
---------

PARTNERS' CAPITAL
   Limited Partners
     Units of limited partnership
     interest, $1,000 stated value per
     unit; issued and outstanding,
     26,501 units (note A)                     (954,800)
(749,309)

   General Partners                            (241,873)
(239,797)
                                              ---------
---------
                                             (1,196,673)
(989,106)
                                              ---------
---------

                                             $2,921,921
$3,022,949
                                              =========
=========



     The accompanying notes are an integral part of these
statements.

                                       1

              American Affordable Housing II Limited Partnership

                           STATEMENTS OF OPERATIONS

                         Three Months Ended June 30,

                                 (Unaudited)

                                                  1998
1997
Income                                            ----
----
  Interest income                             $      83     $
104
  Other income                                    7,528
-
                                                -------
-------

                                                  7,611
104
                                                -------
-------

Share of loss from Operating
  Partnerships (note D)                         (96,066)
(165,342)
                                                -------
-------

Expenses
  Professional fees                                   -
-
  General and administrative expenses            17,194
7,208
  Asset management fees (note C)                101,918
102,068
                                                -------
-------

                                                119,112
109,276
                                                -------
-------

  NET LOSS                                    $(207,567)
$(274,514)
                                               ========
========

Net loss allocated to general partners        $  (2,076)   $
(2,745)
                                               ========
========

Net loss allocated to limited partners        $(205,491)
$(271,769)
                                               ========
========

Net loss per unit of limited
  partnership interest                        $      (8)   $
(10)
                                               ========
========





       The accompanying notes are an integral part of these
statements.


                                       2

           American Affordable Housing II Limited Partnership

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                       Three Months Ended June 30, 1998

                                 (Unaudited)



                                Limited        General
                                Partners       Partners
Total
                                --------       --------
-----


Partners' capital (deficit),
    April 1, 1998              $(749,309)    $(239,797)  $
(989,106)


Net loss                        (205,491)       (2,076)
(207,567)
                                --------      --------      -----
---


Partners' capital (deficit),
   June 30, 1998               $(954,800)    $(241,873)
$(1,196,673)
                                ========      ========
==========



















       The accompanying notes are an integral part of these
statements.

                                        4

              American Affordable Housing II Limited Partnership

                           STATEMENTS OF CASH FLOWS

                   Three Months Ended June 30,
                                
                                 (Unaudited)

                                               1998         1997
                                               ----         ----
Cash flows from operating activities:
    Net loss                               $(207,567) $ (274,514)
    Adjustments
       Cash flow from Operating
         Partnerships                              -         523
       Share of loss of Operating
         Partnerships                         96,066     165,342
    Changes in assets and liabilities
       Increase in accounts payable
         and accrued expenses                106,539     106,607
                                            --------   ---------

         Net cash provided by (used in)
           operating activities               (4,962)     (2,042)
                                            --------   ---------


         INCREASE (DECREASE) IN CASH          (4,962)     (2,042)

Cash and cash equivalents, beginning          12,456      14,290
                                            --------   ---------

Cash and cash equivalents, ending           $  7,494  $   12,248
                                            ========   =========





       The accompanying notes are an integral part of these
statements.

                                        5
                American Affordable Housing II Limited
Partnership

                        NOTES TO FINANCIAL STATEMENTS
                             June 30, 1998
                              (Unaudited)

NOTE A - ORGANIZATION
       American Affordable Housing II Limited Partnership
("Partnership") was formed under the laws of The Commonwealth of
Massachusetts on May 13, 1987, for the purpose of acquiring,
holding, and
disposing of limited partnership interests in operating
partnerships
which were to acquire, develop, rehabilitate, operate and own
newly
constructed, existing or rehabilitated low-income apartment
complexes.
The general partners of the Partnership are Boston Capital
Associates
Limited Partnership and C&M Associates d/b/a Boston Capital
Associates.

       Pursuant to the Securities Act of 1933, the Partnership
filed a
Form S-11 Registration Statement with the Securities and Exchange
Commission, effective September 21, 1987, which covered the
offering (the
"Public Offering") of the Partnership's units of limited partner
interest, as well as the units of limited partner interest
offered by
American Affordable Housing I, III, IV, and V Limited
Partnerships
(together with the Partnership, the "Partnerships").  The
Partnerships
registered 50,000 units of limited partner interest at $1,000
each unit
for sale to the public.  The Partnership sold 26,501 units of
limited
partner interest, representing $26,501,000 of capital
contributions.

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

       The condensed financial statements included herein as of
June 30,
1998 and for the three months then ended have been prepared by
the
Registrant, without audit, pursuant to the rules and regulations
of the
Securities and Exchange Commission.  The Registrant's accounting
and financial reporting policies are in conformity with generally
accepted accounting principles and include adjustments in interim
periods considered necessary for a fair presentation of the
results of operations.  All such adjustments are of a normal
recurring nature.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations.  It is
suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Registrant's Annual Report Statement on Form
10-K.

       The accompanying financial statements reflect the
Partnership's
results of operations for an interim period and are not
necessarily
indicative of the results of operations for the fiscal year
ending
March 31, 1999.

                                       6

             American Affordable Housing II Limited Partnership
                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                June 30, 1998
                                 (Unaudited)
NOTE C - RELATED PARTY TRANSACTIONS

       An annual asset management fee based on 0.5 percent of the
aggregate
cost of all apartment complexes owned by the Operating
Partnerships, has been
accrued as payable to Boston Capital Asset Management Limited
Partnership
(formerly Boston Capital Communications Limited Partnership).
The annual asset management fee accrued for the quarters ended
June 30, 1998 and 1997
was $105,568 for both years.

       Affiliates of the General Partner have advanced $129,877
to the
Partnership to pay certain operating expenses.  This and any
additional
advances will be paid, without interest, from available cash flow
or the
proceeds of sales or refinancing of the Partnership's interests
in
Operating Partnerships.

       On December 23, 1994 an affiliate of the General Partners
funded
$100,375, interest free, to the Partnership so that it could make
a $100,375
loan to the Operating Partnership Washington Mews.  The loan
enabled the
Operating Partnership to refinance its mortgage at a more
favorable rate, and
will be repaid by the Operating Partnership with surplus cash
from operations
over the course of the three years.  As repayments are received
from
Washington Mews, they will be used to repay the funding, free of
interest,
from the General Partners' affiliate.  As of June 30, 1998
Washington
Mews has paid the Partnership $60,375.  As of June 30, 1998
$60,375 has
been repaid to the affiliate leaving a balance of $40,000.

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

       At June 30, 1998 and 1997, the Partnership had limited
partnership equity interests in fifty Operating Partnerships,
each of which owned an apartment complex.

       Under the terms of the Partnership's investment in each
Operating
Partnership, the Partnership was required to make capital
contributions to
such Operating Partnerships.  These contributions were payable in
installments upon each Operating Partnership achieving specified
levels of construction and/or operations.  At June 30, 1998 and
1997, all such capital contributions had been paid to the
Operating Partnerships.

       The Partnership's fiscal year ends March 31st of each
year, while all
the Operating Partnerships' fiscal years are the calendar year.
Pursuant to
the provisions of each Operating Partnership Agreement, financial
results for
each of the Operating Partnerships are provided to the
Partnership within 45
days after the close of each Operating Partnership's quarterly
period.
Accordingly, the current financial results available for the
Operating
Partnerships are for the three months ended March 31, 1998.
                                        7

              American Affordable Housing II Limited Partnership
                  NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                June 30, 1998
                                 (Unaudited)

                COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS-Continued

        The unaudited combined summarized statements of
operations of the
Operating Partnerships for the three months ended June 30, 1998
and 1997
are as follows:

                                          1998             1997
 Revenues                                 ----             ----
  Rental income                      $ 2,431,770      $ 2,419,737
  Interest and other                     140,692          105,174
                                      ----------       ----------
                                       2,572,462        2,524,911
                                      ----------       ----------
Expenses
  Interest expense                       757,344          772,790
  Depreciation and amortization          710,097          731,304
  Operating expenses                   1,694,356        1,652,503
                                      ----------       ----------
                                       3,161,797        3,156,597
                                      ----------       ----------

          NET LOSS                   $  (589,335)     $
(631,686)
                                      ==========       ==========
Net loss allocated to American
  Affordable Housing II Limited
  Partnership                        $   (96,066)     $
(165,342)
                                      ==========       ==========
Net loss allocated to other partners $    (5,893)     $
(6,317)
                                      ==========       ==========
Net loss suspended                   $  (487,376)     $
(460,027)
                                      ==========       ==========

   The Partnership accounts for its investments using the equity
method of
accounting.  Under the equity method of accounting, the
partnership adjusts
its investment cost for its share of each Operating Partnership's
results of
operations and for any distributions received or accrued.
However, the
Partnership recognizes individual operating losses only to the
extent of
capital contributions.  Excess losses are suspended for use in
future years to offset excess income.

                                       8

              American Affordable Housing II Limited Partnership

                  NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                June 30, 1998

                                 (Unaudited)

NOTE E - TAXABLE LOSS

        The Partnership's taxable loss for the fiscal year ended
March
31, 1999 is expected to differ from its loss for financial
reporting
purposes.  This is primarily due to accounting differences in
depreciation
incurred by the Operating Partnerships and also differences
between the equity method of accounting and IRS accounting
methods.  No provision or benefit for income taxes has been
included in these financial statements since taxable income or
loss passes through to, and is reportable by, the partners
individually.

































                                      9

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

Liquidity
---------

    The Partnership's primary source of funds was the proceeds of
its
Public Offering.  Other sources of liquidity have included (i)
interest
earned on working capital reserves, and (ii) cash distributions
from
operations of the Operating Partnerships in which the Partnership
has
invested.  Both of these sources of liquidity are available to
meet the
obligations of the Partnership.

    The Partnership is currently accruing the annual asset
management fee.
Asset management fees accrued during the quarter ended June 30,
1998 were $105,568 and total asset management fees accrued as of
June 30, 1998 were $3,943,295.  Pursuant to the Partnership
Agreement, such liabilities will be deferred until the
Partnership receives sales or refinancing proceeds from Operating
Partnerships, which will be used to satisfy such liabilities.

    Affiliates of the General Partners have advanced $129,877 to
the
Partnership to pay certain third party operating expenses.  This
and
any additional advances will be paid, without interest, from
available
cash flow, reporting fees or the proceeds of sales or refinancing
of the
Partnership's interests in Operating Partnerships.

    Cash flow and reporting fees will be added to the
Partnership's working capital and will be available to meet
future third party obligations of the Partnership.  The
Partnership is currently pursuing, and will continue to
aggressively pursue, available cash flow and reporting fees and
anticipates that the amount collected will be sufficient to cover
future third party operating expenses.


Capital Resources
-----------------

    The Partnership received $26,501,000 in subscriptions for
Units (at
$1,000 per Unit) during the period February 2, 1988 to September
21, 1988
pursuant to the Public Offering, resulting in net proceeds
available for
investment in Operating Partnerships (after payment of
acquisition fees
and expenses and funding of a reserve) of $18,550,700.  The
Partnership had committed to investments requiring cash payments
of $18,613,764, all of which
had been paid at June 30, 1998. At June 30, 1998 the Partnership
held working capital of $7,494.


                                       10

Results of Operations
---------------------

    As of June 30, 1998 and 1997 the Partnership held limited
partnership interests in 50 Operating Partnerships.  In each
instance the Apartment Complex owned by the applicable Operating
Partnership is eligible for the Federal Housing Tax Credit.
Occupancy of a unit in each Apartment
Complex which initially complied with the Minimum Set-Aside Test
(i.e.,
occupancy by tenants with incomes equal to no more than a certain
percentage
of area median income) and the Rent Restriction Test (i.e., gross
rent
charged tenants does not exceed 30% of the applicable income
standards) is referred to hereinafter as "Qualified Occupancy."
Each of the Operating Partnerships and each of the respective
Apartment Complexes are described more fully in the Prospectus or
applicable report on Form 8-K.  The General Partner believes that
there is adequate casualty insurance on the properties.

    As of June 30, 1998 and 1997 the Qualified Occupancy of the
Operating Partnership's was 99.5% and 99.9%, respectively.

    The Partnership had invested in a total of 50 Operating
Partnerships as of June 30, 1998 and 1997.  During the quarters
ended June 30, 1998 and 1997, the Partnership received cash flow
distributions from the Operating Partnerships of $4,028 (which
the Partnership recorded as Other income) and $523, respectively.
Reporting fees received as of the quarters ended June 30, 1998
and 1997 were $3,650 and $3,500, respectively.  No significant
distributions of cash flow or reporting fees from the Operating
Partnerships are anticipated due to the restrictions on rents
which apply to low-income apartment complexes such as those
invested in by the Partnership.

        The Partnership incurred an annual asset management fee
to Boston
Capital Asset Management Limited Partnership (formerly Boston
Capital
Communications Limited Partnership) in an amount equal to 0.5% of
the
aggregate cost of the apartment complexes owned by the Operating
Partnerships, less the amount of certain partnership management
and reporting fees paid by the Operating Partnerships.  The
annual asset management fee incurred, net of reporting fees
received, during the quarters ended June 30, 1998 and 1997 was
$101,918 and $102,068 respectively.

     During the quarter ended June 30, 1998, the Partnership
incurred the cost of the 1996 & 1997 audits and tax returns for
Rouse Stokes Rowe Housing Associates, L.P. (Stokes Rowe), and is
reflected in General and administrative expenses.  The 1997
financial statements of Stokes Rowe were prepared assuming that
the partnership will continue as a going concern.  Both of the
Operating Partnership's mortgages are in technical default for
non-payment and as such the entire balance has been classified as
a current liability.  (The first permanent loan is payable to the
stockholder of Southwark Realty, an affiliate of one of the
general partners).  Despite improving occupancy, the property
suffers from cash flow deficits related to excessive operating
expenses.  Average occupancy through the first quarter of 1998
had improved to 100%, the highest level since 1993.
                                      11



The Investment General Partner is currently exploring different
options to cure the cash flow deficits.

     Lovington Housing Associates, L.P. (Southview Place
Apartments) was suffering operational difficulties.  A review by
the Investment General Partner revealed that the Operating
General Partner was not properly managing the property.  As a
result the Operating General Partner has been replaced by Western
States Housing.  Operations at the property have improved
significantly since Western States Housing, an affiliate of the
property's management company, became the general partner of the
property.  Under the direction of Western States/Medlock
Southwest Management, occupancy has increased to 94%, expenses
have decreased, and the property is in compliance with a workout
plan to cure underfunded reserves.

     The Operating Partnership, Fairbanks Flats Limited
Partnership
(Fairbanks Flats Apts), received a going concern opinion on their
1997 audit.
As a result of the property incurring continued operational cash
flow losses a substantial doubt about the property continuing as
a going concern has been raised.  The cash flow losses have been
the result of poor occupancy at the property, which as of June
30, 1998 averaged 25% for the year.  The General Partner has
funded operating deficits in the past, but has failed to do so in
1998 and the Investment General Partner has had active
conversations with the Operating General Partner about their
intent.  A property inspection is planned during August, after
which the Investment General Partner will be able to more
effectively plan a course of action.

























                                    12

                       PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a)         Exhibits

     (2)         None

     (4)(a)      Form of Amended and Restated Certificate and
Agreement
                 of Limited Partnership and form of Subscription
                 Agreement for the Partnership

     (4)(b)(i)   Certificate and Agreement of Limited Partnership
of
                 the Partnership

     (4)(b)(ii)  Amended Certificate and Agreement of Limited
                 Partnership of the Partnership

     (4)(c)      Form of Certificate of Limited Partnership
Interest in
                 the Partnership

     (11)        None

     (15)        None

     (18)        None

     (19)        None

     (20)        None

     (23)        None

     (24)        None

     (25)        None

     (28)        None

     (b)         Reports on Form 8-K
                 -------------------
                 There were no reports on Form 8-K filed during
the period
                 covered by this report.






                                      13

                                  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 hereunto duly authorized.



                                American Affordable Housing II
                                Limited Partnership



                           By:  Boston Capital Associates Limited
                                Partnership



                           By:  C&M Associates, d/b/a
                                Boston Capital Associates,



Date: August 19, 1998      By:  /s/JOHN P. MANNING
                                   ---------------------------
                                   John P. Manning, Partner























                                       14