UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



/X/QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2005

or

/ /TRANSITION REPORT PERSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 0-17696



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



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



One Boston Place, Suite 2100,

Boston, Massachusetts  02108(Address of principal executive offices)

617-624-8900

(Registrant's telephone number, including area code)

(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 | / /
|--- | --- |  | -- | ---



Indicate by check mark whether the registrant is an accelarated filer (as defined in Rule 12b-2 of the Exchange Act).



|Yes | / / |  | No | /X/
|--- | --- |  | -- | ---

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



|Yes |  |  | No | /X/
|--- |  |  | -- | ---











AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP



QUARTERLY REPORT ON FORM 10-QFOR THE QUARTER ENDED JUNE 30, 2005



TABLE OF CONTENTS







































































American Affordable Housing II Limited PartnershipBALANCE SHEETS



|                                  | June 30,
2005(Unaudited)                                                                                            | March 31,
2005(Unaudited)
|--------------------------------- | ------------------------------------------------------------------------------------------------------------------- | -------------------------
|                                  |                                                                                                                     |                          
|ASSETS                           
|                                  |                                                                                                                     |                          
|INVESTMENTS IN OPERATING          |                                                                                                                     |                          
|                                  | PARTNERSHIPS (Note D)                                                                                               | $                 -      
|                                  |                                                                                                                     |                          
|Cash and cash equivalents         | 256,308                                                                                                             | 79,567                   
|Other assets                      | 12,500                                                                                                              | 368,821                  
|                                  |                                                                                                                     |                          
|                                  | $268,808                                                                                                            | $448,388                 
|                                  |                                                                                                                     |                          
|                                 
|LIABILITIES AND PARTNERS' DEFICIT
|                                  |                                                                                                                     |                          
|LIABILITIES                       |                                                                                                                     |                          
|                                  |                                                                                                                     |                          
|Accounts payable                  | $                -                                                                                                  | $      23,450            
|Accounts payable affiliates       | 6,771,259                                                                                                           | 6,880,124                
|                                  |                                                                                                                     |                          
|                                  | 6,771,259                                                                                                           | 6,903,574                
|                                  |                                                                                                                     |                          
|PARTNERS' DEFICIT                 |                                                                                                                     |                          
|                                  |                                                                                                                     |                          
|Limited Partners                  |                                                                                                                     |                          
|                                  | Units of limited partnership 
interest, $1,000 stated value per
unit; issued and outstanding,
26,501 units (Note A) | (6,214,341)              
|General Partners                  | (288,110)                                                                                                           | (287,637)                
|                                  |                                                                                                                     |                          
|                                  | (6,502,451)                                                                                                         | (6,455,188)              
|                                  |                                                                                                                     |                          
|                                  | $268,808                                                                                                            | $448,388                 







The accompanying notes are an integral part of this statement















American Affordable Housing II Limited PartnershipSTATEMENTS OF OPERATIONS Three Months Ended June 30,
(Unaudited)



|                                                            | 2005                                | 2004            
|----------------------------------------------------------- | ----------------------------------- | ----------------
|                                                            |                                     |                 
|Income                                                      |                                     |                 
|                                                            | Interest income                     | $            325
|                                                            | Other income                        | -               
|                                                            | 325                                 | 5,499           
|                                                            |                                     |                 
|Share of income (loss) from Operating Partnerships (Note D) | -                                   | 17,114*         
|                                                            |                                     |                 
|Expenses                                                    |                                     |                 
|                                                            | Professional fees                   | 9,668           
|                                                            | General and administrative expenses | 2,889           
|                                                            | Asset management fees (Note C)      | 35,031          
|                                                            | 47,588                              | 102,426         
|                                                            |                                     |                 
|NET LOSS                                                    | $(47,263)                           | $(79,813)       
|                                                            |                                     |                 
|Net loss allocated to general partners                      | $(473)                              | $(798)          
|                                                            |                                     |                 
|Net loss allocated limited partners                         | $(46,790)                           | $(79,015)       
|                                                            |                                     |                 
|Net loss per unit of limited partnership interest           | $(1.8)                              | $(3)            
|                                                            |                                     |                 





* Includes a gain on sale of Operating Partnership of $25,000.





The accompanying notes are an integral part of this statement

























American Affordable Housing II Limited PartnershipSTATEMENTS OF CHANGES IN PARTNERS' DEFICIT
Three Months Ended June 30,
(Unaudited)



|                                 | Assignees    | GeneralPartner | Total       
|-------------------------------- | ------------ | -------------- | ------------
|                                 |              |                |             
|Partners' Deficit
 April 1, 2005 | (6,167,551)  | $(287,637)     | $(6,455,188)
|                                 |              |                |             
|Distributions                    | -            | -              | -           
|                                 |              |                |             
|Net loss                         | (46,790)     | (473)          | (47,263)    
|                                 |              |                |             
|Partners' Deficit
June 30, 2005  | $(6,214,341) | $(288,110)     | $(6,502,451)
|                                 |              |                |             









The accompanying notes are an integral part of this statement































American Affordable Housing II Limited Partnership
STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
(Unaudited)



|                                      | 2005                                                | 2004                                                        
|------------------------------------- | --------------------------------------------------- | ------------------------------------------------------------
|Cash flows from operating activities: |                                                     |                                                             
|                                      |                                                     |                                                             
|                                      | Net Income (Loss)                                   | $     (47,263)                                              
|                                      | Adjustments:                                        |                                                             
|                                      |                                                     | Distributions from Operating Partnerships                   
|                                      |                                                     | Share of Loss from Operating Partnerships                   
|                                      |                                                     | Changes in assets and liabilities:                          
|                                      |                                                     | Decrease (Increase) in other assets                         
|                                      |                                                     | Increase (Decrease) in accounts payable and accrued expenses
|                                      |                                                     |                                                             
|                                      | Net cash provided by (used in) operating activities | (192,078)                                                   
|                                      |                                                     |                                                             
|                                      | Cash flows from investing activities:               |                                                             
|                                      |                                                     | Proceeds from the sale of Operating Partnerships            
|                                      |                                                     |                                                             
|                                      | Net cash provided by (used in) investing activities | 368,821                                                     
|                                      |                                                     |                                                             
|                                      | Cash flows from financing activities:               |                                                             
|                                      |                                                     | Distribution to Partners                                    
|                                      |                                                     |                                                             
|                                      | Net cash provided by (used in) financing activities | -                                                           
|                                      |                                                     |                                                             
|                                      | INCREASE (DECREASE) IN CASH                         | 176,743                                                     
|                                      |                                                     |                                                             
|Cash and cash equivalents, beginning  | 79,567                                              | 999,699                                                     
|                                      |                                                     |                                                             
|Cash and cash equivalents, ending     | $ 256,310                                           | $ 1,022,165                                                 

The accompanying notes are an integral part of this statement





American Affordable Housing II Limited Partnership

NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(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. Effective as of June 1, 2001 there was a restructuring, and as a result, the Partnership's general partner was reorganized as follows.  The General Partner of the Partnership continues to be Boston Capital Associates Limited Partnership, a Massachusetts limited partnership.  The general partner of the General Partner is BCA Associates Limited Partnership, a Massachusetts limited partnership, whose sole general partner is C&M Management, Inc., a Massachusetts corporation and whose limited partners are Herbert F. Collins and John P. Manning.  Mr. Manning is the principal of Boston Capital Partners, Inc.

Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective December 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, 2005 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 are 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, 2006.







American Affordable Housing II Limited Partnership

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 2005

(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.   The annual asset management fee accrued for the quarters ended June 30, 2005 and 2004 was $50,926 and $91,898, respectively.  Total asset management fees accrued as of June 30, 2005 were $6,476,538.

During the quarters ended June 30, 2005 and 2004 affiliates of the General Partner did not advance any money to the Partnership to pay operating expenses of the Partnership, or to make advances and/or loans to Operating Partnerships.  Total advances for such costs at June 30, 2005 were $261,667.  These and any additional advances will be repaid, without interest, from available cash flow or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships.

The Partnership also accrued certain affiliate administrative expenses including but not limited to travel, printing, salaries, postage, and overhead allocations.  The amounts accrued during the quarters ended June 30, 2005 and 2004 were $123 and $127, respectively.  Total accruals at June 30, 2005 were $33,054.



NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At June 30, 2005 and 2004, the Partnership had limited partnership equity interests in 27 and 43 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, 2005 and 2004, 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, 2005.

























American Affordable Housing II Limited Partnership



NOTES TO FINANCIAL STATEMENTS

June 30, 2005
(Unaudited)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

The unaudited combined statements of operations of the Operating

Partnerships for the Three Months ended March 31, 2005 and 2004 are as follows:



|                                                                              | 2005            | 2004          
|----------------------------------------------------------------------------- | --------------- | --------------
|                                                                              |                 |               
|Revenues                                                                      |                 |               
|Rental income                                                                 | $     2,167,335 | $    2,196,809
|Interest and other                                                            | 39,978          | 54,810        
|                                                                              |                 |               
|                                                                              | 2,207,313       | 2,251,619     
|                                                                              |                 |               
|Expenses                                                                      |                 |               
|Interest expense                                                              | 702,812         | 572,093       
|Depreciation and amortization                                                 | 551,270         | 609,309       
|Operating expenses                                                            | 1,347,124       | 1,719,519     
|                                                                              | 2,601,206       | 2,900,922     
|                                                                              |                 |               
|NET LOSS                                                                      | $(393,893)      | $(649,303)    
|                                                                              |                 |               
|Net loss allocation to American
  Affordable Housing II Limited
  Partnership | $-              | $-            
|                                                                              |                 |               
|                                                                              |                 |               
|Net loss allocated to other 
  partners                                       | $(3,939)        | $(6,493)      
|                                                                              |                 |               
|Net loss suspended                                                            | $( 389,954)     | $( 642,810)   



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.



American Affordable Housing II Limited Partnership



NOTES TO FINANCIAL STATEMENTS (CONTINUED)

June 30, 2005

(Unaudited)

NOTE E - TAXABLE LOSS

The Partnerships taxable loss for the year ended December 31, 2005 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.



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 quarters ended June 30, 2005 and 2004 were $50,926 and $99,756, and total asset management fees accrued as of June 30, 2005 were $6,476,538. 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.

The Partnership has recorded $6,771,259 as payable to affiliates.  This represents advances to pay certain third party operating expenses of the Partnership, advances and/or loans to Operating Partnerships, accrued partnership management fees, and accrued overhead allocations.  These and any future advances or accruals will be paid, without interest, from available cash flow, reporting fees, or the proceeds of sales or refinancing of the Partnership's interest 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 December 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 June 30, 2005, the Partnership had committed to investments requiring cash payments of $18,613,793, all of which has been paid.  At June 30, 2005, the Partnership held $256,310, which is comprised of working capital and proceeds from the sale of 7 properties.  Since the Partnership has completed funding of all investments, it anticipates that there should be no significant need for capital resources in the future.

Results of Operations

As of June 30, 2005 and 2004 the Partnership held limited partnership interests in 27 and 43 Operating Partnerships. In each instance the Apartment Complex owned by the applicable Operating Partnership is eligible for the Federal Housing Tax Credit.  Initial occupancy of a unit in each Apartment Complex which complied with the Minimum Set-Aside Test (i.e., initial 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, 2005 and 2004 the Qualified Occupancy of the Operating Partnership's was 100%.  The Partnership had a total of 27 properties at June 30, 2005, all of which were at 100% Qualified Occupancy.

During the quarters ended June 30, 2005 and 2004, the Partnership received $15,895 and $7,858, respectively, of reporting fees from the Operating Partnerships.

The Partnership incurred an annual asset management fee to Boston Capital Asset Management 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, 2005 and 2004 was $35,031 and $91,898, respectively.

Kingsley Park Associates Limited Partnership (Kingsley Park Apartments) is a 312-unit project located in Essex, Maryland.   In June 2004 the Investment General Partner received $25,000 for the sale of its interest in the Operating Partnership to the Operating General Partner.  The terms of the sale also provided that the Operating General Partner assumes the property's outstanding mortgage.  Annual losses generated by the Operating Partnership, which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the Investment Partnership's investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the investment of $25,000 has been recorded as of December 31, 2004.

Riverplace Apartments is a 100 unit community located in Holyoke MA.   The Investment General Partner received $25,000 from the Operating General Partner as payment for its interest in the Operating Partnership.  The terms of the sale also provided that the Operating General Partner assumes the property's outstanding mortgage.  The Amended Partnership Agreement transferring all of the investment partner interest in Riverplace Apartments was executed and delivered to the Operating General Partner on August 31, 2004.  The Investment balance of Riverplace Apartments was not equal to the sale proceeds received; therefore the partnership recorded a loss on the sale of the asset of $551,290 as of December 31, 2004.

In December 2004, the Investment Partnership sold its interest in Blairview Associates to the Operating General Partner for his assumption of the outstanding mortgage balance of $1,399,892 and proceeds to the Investment Partnership of $6,383.  The Investment Partnership proceeds actually represented a partial payment of outstanding reporting fees due to an affiliate of the Investment Partnership and as such have not been recorded as proceeds from the sale of the Operating Partnership.  Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the Investment Partnership's investment in the Operating Partnership to zero.  Accordingly, no gain or loss on the sale of the Operating Partnership has been recorded.

In November 2004, the Investment Partnership sold its interest in 300 Shawmut Avenue Limited Partnership to the Operating General Partner for his assumption of the outstanding mortgage balance of $892,949 and proceeds to the Investment Partnership of $1.  The Investment Partnership proceeds actually represented a partial payment of outstanding reporting fees due to an affiliate of the Investment Partnership and as such have not been recorded as proceeds from the sale of the Operating Partnership.  Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the Investment Partnership's investment in the Operating Partnership to zero.  Accordingly, no gain or loss on the sale of the Operating Partnership has been recorded.

In December 2004, the Investment Partnership sold its interest in Bloomfield Associates Limited Partnership to the Operating General Partner for his assumption of the outstanding mortgage balance of $359,727 and proceeds to the Investment Partnership of $10,851.  Of the total Investment Partnership proceeds received, $5,000 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership.  The remaining proceeds of $5,792 were paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $108 represented a fee for overseeing and managing the disposition of the property; $4,884 represented partial reimbursement for outstanding advances and asset management fees; and $800 represented reimbursement for expenses incurred related to the sale, which included but wasnot limited to legal costs.  Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $5,684 as of December 31, 2004.

In December 2004, the Investment Partnership sold its interest in Garden City Family Housing to the Operating General Partner for his assumption of the outstanding mortgage balance of $374,253 and proceeds to the Investment Partnership of $11,228.  Of the total Investment Partnership proceeds received, $5,000 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership.  The remaining proceeds of $6,228 were paid to BCAMLP for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $112 represented a fee for overseeing and managing the disposition of the property; $5,316 represented partial reimbursement for outstanding advances and asset management fees; and $800 represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal costs.  Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $6,116 as of December 31, 2004.

In December 2004, the Investment Partnership sold its interest in Marionville III Family Housing to the Operating General Partner for his assumption of the outstanding mortgage balance of $189,239 and proceeds to the Investment Partnership of $5,677. Of the total Investment Partnership proceeds received, $4,820 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership. The remaining proceeds of $857 were paid to BCAMLP for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $57 fee for overseeing and managing the disposition of the property; and $800 represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal costs.  Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $800 as of December 31, 2004.

In December 2004, the Investment Partnership sold its interest in Nebraska City Senior, A Limited Partnership to the Operating General Partner for his assumption of the outstanding mortgage balance of $408,854 and proceeds to the Investment Partnership of $12,266. Of the total Investment Partnership proceeds received, $5,000 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership. The remaining proceeds of $7,266 were paid to BCAMLP for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $123 represented a fee for overseeing and managing the disposition of the property; $6,343 represented partial reimbursement for outstanding advances and asset management fees; and $800 represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal and mailing costs.  Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $7,143 as of December 31, 2004.

In December 2004, the Investment Partnership sold its interest in Fredericktown Associates II, A Limited Partnership to the Operating General Partner for his assumption of the outstanding mortgage balance of $361,691 and proceeds to the Investment Partnership of $10,851. Of the total Investment Partnership proceeds received, $5,000 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership. The remaining proceeds of $5,851 were paid to BCAMLP for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $109 represented a fee for overseeing and managing the disposition of the property; $4,942 represents partial reimbursement for outstanding advances and asset management fees; and $800 represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal. Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $5,742 as of December 31, 2004.

In March 2005, the Investment Partnership sold its interest in Brewton, Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of $930,939 and proceeds to the Investment Partnership of $37,238. Of the total Investment Partnership proceeds, which were received in April 2005, $11,200 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership.  Of the remaining proceeds, the net distribution to investors is anticipated to be approximately $8,124.  This represents a per BAC distribution of $0.31.  The total return to the investor will be distributed based on the number of BACS held by each investor.

The remaining proceeds of $17,914 is anticipated to be paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $3,350 represented a fee for overseeing and managing the disposition of the property; $8,993 represents partial reimbursement for outstanding advances and asset management fees; and $5,571 represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal and mailing costs.  Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $22,688 as of March 31, 2005.

In March 2005, the Investment Partnership sold its interest in Pine Ridge, Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of $1,446,550 and proceeds to the Investment Partnership of $57,862. Of the total Investment Partnership proceeds, which were received in April 2005, $17,640 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership.  Of the remaining proceeds, the net distribution to investors is anticipated to be approximately $17,564.  This represents a per BAC distribution of $0.66.  The total return to the investor will be distributed based on the number of BACS held by each investor.  The remaining proceeds of $22,658 is anticipated to be paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $3,350 represented a fee for overseeing and managing the disposition of the property; $13,737 represents partial reimbursement for outstanding advances and asset management fees; and $5,571 represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal and mailing costs.  Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $36,872 as of March 31, 2005.

In March 2005, the Investment Partnership sold its interest in Pine Terrace III, Ltd., to a non-affiliated entity for its assumption of the outstanding mortgage balance of $1,168,688 and proceeds to the Investment Partnership of $46,748. Of the total Investment Partnership proceeds, which were received in April 2005, $6,545 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership.  Of the remaining proceeds, the net distribution to investors is anticipated to be approximately $12,477.  This represents a per BAC distribution of $0.47.  The total return to the investor will be distributed based on the number of BACS held by each investor.  The remaining proceeds of $27,726 is anticipated to be paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $3,350 represented a fee for overseeing and managing the disposition of the property; $18,805 represents partial reimbursement for outstanding advances and asset management fees; and $5,571 represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal and mailing costs.  Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $36,853 as of March 31, 2005.



In March 2005, the Investment Partnership sold its interest in Springfield Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of $1,405,218 and proceeds to the Investment Partnership of $56,209. Of the total Investment Partnership proceeds, which were received in April 2005, $13,200 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership.  Of the remaining proceeds, the net distribution to investors is anticipated to be approximately $16,808.  This represents a per BAC distribution of $0.63.  The total return to the investor will be distributed based on the number of BACS held by each investor.  The remaining proceeds of $26,201 is anticipated to be paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $3,350 represented a fee for overseeing and managing the disposition of the property; $17,280 represents partial reimbursement for outstanding advances and asset management fees; and $5,571

represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal and mailing costs.   Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $39,659 as of March 31, 2005.

In March 2005, the Investment Partnership sold its interest in Village Chase of Zephyrhills, Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of $1,459,961and proceeds to the Investment Partnership of $58,398. Of the total Investment Partnership proceeds, which were received in April 2005, $9,620 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership.  Of the remaining proceeds, the net distribution to investors is anticipated to be approximately $17,809.  This represents a per BAC distribution of $0.67.  The total return to the investor will be distributed based on the number of BACS held by each investor.  The remaining proceeds of $30,969 is anticipated to be paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $3,350 represented a fee for overseeing and managing the disposition of the property; $22,047 represents partial reimbursement for outstanding advances and asset management fees; and $5,572 represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal and mailing costs.   Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $45,428 as of March 31, 2005.

In March 2005, the Investment Partnership sold its interest in Village Walk of Zephyrhills, Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of $1,366,461 and proceeds to the Investment Partnership of $54,658. Of the total Investment Partnership proceeds, which were received in April 2005, $7,020 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership.  Of the remaining proceeds, the net distribution to investors is anticipated to be approximately $16,097.  This represents a per BAC distribution of $0.61.  The total return to the investor will be distributed based on the number of BACS held by each investor.  The remaining proceeds of $31,451 is anticipated to be paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $3,350 represented a fee for overseeing and managing the disposition of the property; $22,619 represents partial reimbursement for outstanding advances and asset management fees; and $5,572 represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal and mailing costs.   Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $44,288 as of March 31, 2005.



In March 2005, the Investment Partnership sold its interest in Wildwood Villas, Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of $1,442,689 and proceeds to the Investment Partnership of $57,708. Of the total Investment Partnership proceeds, which were received in April 2005, $13,860 represented payment of outstanding reporting fees due to an affiliate of the Investment Partnership.  Of the remaining proceeds, the net distribution to investors is anticipated to be approximately $17,493.  This represents a per BAC distribution of $0.66.  The total return to the investor will be distributed based on the number of BACS held by each investor.  The remaining proceeds of $26,355 is anticipated to be paid to BCAMLP or other related entities for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount paid to BCAMLP is as follows:  $3,350 represented a fee for overseeing and managing the disposition of the property; $17,433 represents partial reimbursement for outstanding advances and asset management fees; and $5,572 represented reimbursement for expenses incurred related to the sale, which included but was not limited to legal and mailing costs.   Annual losses generated by the Operating Partnership which were applied against the Investment Partnership's investment in the Operating Partnership in accordance with the equity method of accounting had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the disposition fee, has been recorded in the amount of $40,498 as of March 31, 2005.

In 2003, American Affordable Housing II and BCTC Fund I - Series 3 (the "ILPs") negotiated the sale of their Investment Limited Partner interest in Paige Hall, a Minnesota Limited Partnership to the Operating General Partner. After repayment of the outstanding mortgage balance of approximately $2,591,339 the proceeds to the ILP are estimated to be $150,000. The sale is expected to occur in 2005.  Of the total anticipated proceeds, $20,000 is for the payment of outstanding reporting fees, and $130,000 will be proceeds for the sale of the ILP's interest.  Of the estimated proceeds $27,753 and $22,247, for AAH II and Series 3, respectively will be distributed to the investors.  This represents a per unit distribution of $9.987 for AAH II and a per BAC distribution of $.008 for Series 3.  The total return to the investors will be distributed based on the number of Units and BACs held by each investor.  The remaining proceeds of $80,000 are anticipated to be paid to BCMLP for fees and expenses related to the sale and partial reimbursement for amounts owed to affiliates.  The breakdown of amount paid to BCAMLP is as follows: $10,000 represents a reimbursement of estimated expenses incurred in connection with the disposition and $70,000 represents payment of outstanding Asset Management Fees due to BCAMLP.

Lovington Housing Associates L.P. (Southview Place Apartments) is a 48 unit property located in Lovington, New Mexico which completed its final year of compliance in 2004.   The 2004 audit shows that the property generated $37,381 cash, after allocation for the funding of the replacement reserve account.  Rental revenue increased $30,000 and operating expenses have stabilized at $2,950/per unit, on target with the state averages.  Occupancy remained strong throughout the year, ending the fourth quarter at 96%.  An insurance claim has been submitted to repair the roof and steps have been taken to obtain a rehab loan in order to make some badly needed capital improvements.  With the current strong occupancy and a loan to cover capital improvements, the property will operate above breakeven and be able to start paying down accrued fees and payables. The property's mortgage, taxes and insurance payments are current.



The liquidity of the Harbor Hill Associates Limited Partnership (Harbor Hill Estates) has been adversely affected by recurring losses from operations.  The operating deficits have prevented the Operating Partnership from meeting obligations as they become due and from making required deposits into the replacement reserve account.  The Operating Partnership received a service letter (mortgage default notice) from USDA/RD on January 3, 2001.  A workout plan to address these issues was approved by USDA/RD in December 2001.  As of June 30, 2005, the Operating General Partner is in compliance with the terms of the workout plan.  USDA/RD has allowed the property to admit non-elderly tenants that are income qualified due to a change in the demographics of the marketplace of Bar Harbor, ME. Consequently, occupancy has stabilized with occupancy of 92% as of June 30, 2005. Although the property continues to operate below breakeven, the Operating General Partner is making advances as required by the workout plan.  The Investment General Partner will continue to monitor this situation very closely.







Principal Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires the Partnership to make certain estimates and assumptions.  A summary of significant accounting policies is provided in Note 1 to the financial statements.  The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Partnership's financial condition and results of operations.  The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.

The Partnership is required to assess potential impairments to its long-lived assets, which are primarily investments in limited partnerships.  The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating Limited Partnership.

If the book value of the Partnership's investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in any such Operating Limited Partnership and includes such reduction in equity in loss of investment of limited partnerships.

Exceptions to Certifications



The March 31, 2005 Balance Sheet of American Affordable Housing II L.P. is presented as unaudited in the Form 10-Q as the Report of the Independent Registered Public Accounting Firm could not be filed within the prescribed time period because the issuer was not able to obtain audit opinions which refer to the auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB) of property partnerships, in which the issuer holds noncontrolling limited partner interests.



Historically, the audits, and the reports thereon, of the local operating partnerships (typically owned 99% by the registrant) were performed in accordance with Generally Accepted Auditing Standards (GAAS).



On May 11, 2005 draft guidance was issued by the Public Company Accounting Oversight Board which was confirmed on June 24, 2005 by the  AICPA Center for Public Company Audit Firms, that clearly establishes the requirement for the audit reports of the operating partnerships of a Public Fund to refer to the auditing standards of the PCAOB.



The audits of the operating partnerships were performed primarily during the months of January and February and refer to Generally Accepted Auditing Standards.  We have all appropriate originally signed opinions from the operating partnerships, however, they do not refer to the auditing standards of the Public Company Accounting Oversight Board.



Our independent registered public accounting firm has performed an audit of the registrant for the period ending March 31, 2005, but could not issue an opinion in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Therefore, we are filing our 10-Q with March 31, 2005 balance sheets as "UNAUDITED" as it is without an audit opinion.











|Item 3 | Quantitative and Qualitative Disclosure About Market Risk
|------ | ---------------------------------------------------------
|       |                                                          
|       | Not Applicable                                           



|Item 4 | Controls & Procedures
|------ | ---------------------
|       |                      
|       | (a)                  
|       |                      
|       |                      
|       | (b)                  
|       |                      





PART II - OTHER INFORMATION



|Item 1. | Legal Proceedings                                          
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|        | None                                                       
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|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
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|        | None                                                       
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|Item 3. | Defaults upon Senior Securities                            
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|        | None                                                       
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|Item 4. | Submission of Matters to a Vote of Security 
Holders       
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|        | None                                                       
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|Item 5. | Other Information                                          
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|        | None                                                       
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|Item 6. | Exhibits                                                   
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|        | (a)Exhibits                                                
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SIGNATURES
Pursuant to the requirements of Section 13 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.

|                      | American Affordable Housing II
|--------------------- | ------------------------------
|                      | Limited Partnership           
|                      |                               
|                      | By:                           
|                      |                               
|                      |                               
|                      |                               
|                      |                               
|                      |                               
|                      |                               
|                      |                               
|                      |                               
|Date: August 22, 2005 |                               
|                      |                               
|                      |                               

Pursuant to the requirements of the Securities Exchange Act of 1934, thisreport has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

|DATE            | SIGNATURE           | TITLE               
|--------------- | ------------------- | --------------------
|                |                     |                     
|August 22, 2005 | /s/ John P. Manning | Director, President 
|                | John P. Manning     | (Principal Executive
|                |                     | Officer), C&M       
|                |                     | Management Inc;     



|DATE            | SIGNATURE        | TITLE                                         
|--------------- | ---------------- | ----------------------------------------------
|                |                  |                                               
|August 22, 2005 | /s/ Marc N. Teal | Senior Vice President, Chief Financial Officer
|                | Marc N. Teal     | (Principal Accounting and Financial Officer)  
|                |                  | C&M Management Inc.