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  December 31, 1997
                                     ------------------
                                              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 December 31, 1997
               ------------------------------------------


                              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

                                             December 31,
March 31,
                                                1997
1997
                                             (Unaudited)
(Audited)
                                             -----------
----------

INVESTMENTS IN OPERATING
   PARTNERSHIPS (note D)                     $2,866,658
$3,347,143

OTHER ASSETS
   Cash and cash equivalents                     13,109
14,290
   Notes receivable                              40,000
40,000
   Other assets                                   7,849
7,849
                                              ---------
---------

                                             $2,927,616
$3,409,282
                                              =========
=========


                                 LIABILITIES

Accounts payable affiliates                  $3,897,527
$3,539,181
Accounts payable                                  3,500
3,500
                                              ---------
---------
                                              3,901,027
3,542,681
                                              ---------
---------

PARTNERS' CAPITAL
   Limited Partners
     Units of limited partnership
     interest, $1,000 stated value per
     unit; issued and outstanding,
     26,501 units (note A)                     (733,771)
97,841

   General Partners                            (239,640)
(231,240)
                                              ---------
---------
                                               (973,411)
(133,399)
                                              ---------
---------

                                             $2,927,616
$3,409,282
                                              =========
=========



     The accompanying notes are an integral part of these
statements.

                                       1

              American Affordable Housing II Limited Partnership

                           STATEMENTS OF OPERATIONS

                       Three Months Ended December 31,

                                 (Unaudited)

                                                  1997
1996
Income                                            ----
----
  Interest income                             $      43     $
98
  Miscellaneous income                                -
1088
                                               --------
--------

                                                     43
1186
                                               --------
--------

Share of loss from Operating
  Partnerships (note D)                        (129,844)
(124,882)
                                               --------
--------

Expenses
  Professional fees                                 750
-
  General and administrative expenses             4,970
1839
  Asset management fees (note C)                110,465
109,094
                                               --------
--------

                                                116,185
110,933
                                               --------
--------

  NET LOSS                                    $(245,986)
$(234,629)
                                               ========
========

Net loss allocated to general partners        $  (2,460)    $
(2,346)
                                               ========
========

Net loss allocated to limited partners        $(243,526)
$(232,283)
                                               ========
========

Net loss per unit of limited
  partnership interest                        $      (9)    $
(9)
                                               ========
========





       The accompanying notes are an integral part of these
statements.


                                       2
                American Affordable Housing II Limited
Partnership

                           STATEMENTS OF OPERATIONS

                        Nine Months Ended December 31,

                                 (Unaudited)

                                                  1997
1996
Income                                            ----
----
  Interest income                             $     262     $
640
  Miscellaneous income                                -
1470
                                               --------
--------

                                                    262
2110
                                               --------
--------

Share of loss from Operating
  Partnerships (note D)                        (474,836)
(456,925)
                                               --------
--------

Expenses
  Professional fees                              30,833
35,615
  General and administrative expenses            16,408
9,598
  Asset management fees (note C)                318,197
319,183
                                               --------
--------

                                                365,438
364,396
                                               --------
--------

  NET LOSS                                    $(840,012)
$(819,211)
                                               ========
========

Net loss allocated to general partners        $  (8,400)    $
(8,192)
                                               ========
========

Net loss allocated to limited partners        $(831,612)
$(811,019)
                                               ========
========

Net loss per unit of limited
  partnership interest                        $     (31)    $
(31)
                                               ========
========





       The accompanying notes are an integral part of these
statements.


                                       3



           American Affordable Housing II Limited Partnership

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                       Nine Months Ended December 31, 1997

                                 (Unaudited)



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


Partners' capital (deficit),
    April 1, 1997              $  97,841     $(231,240)
$(133,399)


Net loss                        (831,612)       (8,400)
(840,012)
                                ---------      --------
---------


Partners' capital (deficit),
 December 31, 1997             $(733,771)    $(239,640)
$(973,411)
                                =========     ========
=========



















       The accompanying notes are an integral part of these
statements.

                                        4

              American Affordable Housing II Limited Partnership

                           STATEMENTS OF CASH FLOWS

                 Nine Months Ended December 31,
                                
                                 (Unaudited)

                                               1997
1996
                                               ----
----
Cash flows from operating activities:
    Net loss                               $(840,012) $
(819,211)
    Adjustments
       Cash flow from Operating
         Partnerships                          5,649       10,352
       Share of loss of Operating
         Partnerships                        474,836      456,925
    Changes in assets and liabilities
       Increase in accounts payable
         and accrued expenses                358,346      294,315
                                             --------
---------

         Net cash provided by (used in)
           operating activities               (1,181)
(57,619)
                                             --------
---------

Cash flows from investing activity:
     Repayments of loans to
       Operating Partnerships                      -       38,875
                                             --------
---------
         Net cash provided by
           investing activity                      -       38,875
                                             --------
---------

         INCREASE (DECREASE) IN CASH          (1,181)
(18,744)

Cash and cash equivalents, beginning          14,290       34,944
                                             --------
---------

Cash and cash equivalents, ending           $ 13,109  $    16,200
                                             ========
=========





       The accompanying notes are an integral part of these
statements.

                                        5
                American Affordable Housing II Limited
Partnership

                        NOTES TO FINANCIAL STATEMENTS

                             December 31, 1997

                                 (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
December 31,
1997 and for the three and nine 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, 1998.

                                       6

             American Affordable Housing II Limited Partnership
                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              December 31, 1997
                                 (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 portion of
the annual asset management fee accrued for the quarters ended
December 31,
1997 and 1996 was $110,465 for both years, respectively.

       Affiliates of the General Partner have advanced $113,915
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 December 31, 1997
Washington
Mews has paid the Partnership $60,375.  As of December 31, 1997
$60,375 has
been repaid to the affiliate leaving a balance of $40,000.

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

       At December 31, 1997 and 1996, 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 December, 1997 and
1996, 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 nine months ended September 30, 1997.
                                        7

              American Affordable Housing II Limited Partnership
                  NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              December 31, 1997
                                 (Unaudited)

                COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS-Cont.

        The unaudited combined summarized statements of
operations of the
Operating Partnerships for the nine months ended September 30,
1997 and 1996
are as follows:

                                          1997             1996
 Revenues                                 ----             ----
  Rental income                      $ 7,211,140      $ 7,232,748
  Interest and other                     306,407          287,459
                                      ----------       ----------
                                       7,517,547        7,520,207
                                      ----------       ----------
Expenses
  Interest expense                     2,245,008        2,265,972
  Depreciation and amortization        2,217,374        2,353,840
  Operating expenses                   4,680,186        4,551,152
                                      ----------       ----------
                                       9,142,568        9,170,964
                                      ----------       ----------

          NET LOSS                   $(1,625,021)
$(1,650,757)
                                      ==========       ==========
Net loss allocated to American
  Affordable Housing II Limited
  Partnership                        $  (474,836)     $
(456,925)
                                      ==========       ==========
Net loss allocated to other partners $   (16,250)     $
(16,507)
                                      ==========       ==========
Net loss suspended                   $(1,133,934)
$(1,177,325)
                                      ==========       ==========

   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

                              December 31, 1997

                                 (Unaudited)

NOTE E - TAXABLE LOSS

        The Partnership's taxable loss for the fiscal year ended
March
31, 1998 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 December
31, 1997 were $110,465 and total asset management fees accrued as
of September 30, 1997 were $3,727,263.  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 $113,915 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 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.  As of
December 31,
1997 the Partnership had committed to investments requiring cash
payments of
$18,613,764, all of which had been paid at December 31, 1997. At
December 31, 1997 the Partnership held working capital of
$13,109.


                                       10

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

    As of December 31, 1997 and 1996 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 December 31, 1997 and 1996 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 December 31, 1997 and 1996.  During the
quarters ended December 31, 1997 and 1996, the Partnership
received cash flow distributions of $0 and reporting fees of $0
and $1,371, respectively, from the Operating Partnerships.  The
reductions are a result of timing variances in the cash receipts
from the Operating Partnerships. 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 December 31, 1997 and 1996
was $110,465 and $109,094 respectively.












                                    11

                       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.






                                      12

                                  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:                         By:  /s/JOHN P. MANNING
                                   ---------------------------
                                   John P. Manning, Partner























                                       13