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, 1995
                                     -----------------
                                      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   
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   (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 
                                ------           ------
<PAGE>
          AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP
          --------------------------------------------------
                      QUARTERLY REPORT ON FORM 10-Q
                FOR THE QUARTER ENDED December 31, 1995
               -----------------------------------------


                              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
<PAGE>
           American Affordable Housing II Limited Partnership

                                BALANCE SHEETS

                                    ASSETS

                                            December 31,      March 31, 
                                                1995             1995   
                                             (Unaudited)       (Audited) 
                                             -----------      ----------

INVESTMENTS IN OPERATING
   PARTNERSHIPS (note D)                     $4,139,442       $5,214,921 

OTHER ASSETS
   Cash and cash equivalents                     29,504           26,751 
   Notes Receivable                              78,875           95,375
   Other assets                                   7,849            7,849 
                                              ---------        ---------

                                             $4,255,670       $5,344,896
                                              =========        =========
      

                                 LIABILITIES

Accounts payable affiliates                  $3,015,742       $2,643,572
Accounts payable                                  3,500              471
                                              ---------        --------- 
                                             $3,019,242        2,644,043
                                              ---------        ---------

PARTNERS' CAPITAL
   Limited Partners                         
     Units of limited partnership 
     interest, $1,000 stated value per
     unit; issued and outstanding,
     26,501 units (note A)                    1,453,970        2,903,751 

   General Partners                            (217,542)        (202,898)
                                              ---------        ---------
                                              1,236,428        2,700,853
                                              ---------        ---------

                                             $4,255,670       $5,344,896
                                              =========        =========
  








      The accompanying notes are an integral part of these statements.
 


                                       1         

<PAGE>
              American Affordable Housing II Limited Partnership

                           STATEMENTS OF OPERATIONS

                          Three Months Ended December 31,

                                 (Unaudited)
     
                                                  1995         1994   
Income                                            ----         ----   
  Interest income                             $     187     $     135 
  Miscellaneous income                                -           550
                                               --------      --------

                                                    187           685
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships (note D)                        (347,127)     (253,683)
                                               --------      --------

Expenses
  Professional fees                               1,672           546 
  General and administrative expenses             4,936         1,973 
  Asset management fees (note C)                114,810       117,810
                                               --------      --------

                                                121,418       120,329
                                               --------      -------- 
      
  NET LOSS                                    $(468,358)    $(373,327)
                                               ========      ========

Net loss allocated to general partners        $  (4,684)    $  (3,733)
                                               ========      ========

Net loss allocated to limited partners        $(463,674)    $(369,594)
                                               ========      ========

Net loss per unit of limited 
  partnership interest                        $     (18)    $     (14)
                                               ========      ========









       The accompanying notes are an integral part of these statements.


                                       2
<PAGE>
            American Affordable Housing II Limited Partnership

                           STATEMENTS OF OPERATIONS

                          Nine Months Ended December 31,

                                 (Unaudited)
     
                                                  1995         1994   
Income                                            ----         ----   
  Interest income                           $       544   $       365 
  Miscellaneous income                                -         1,650
                                             ----------    ----------

                                                    544         2,015
                                             ----------    ----------  
  
Share of loss from Operating 
  Partnerships (note D)                      (1,068,413)   (1,708,208)
                                             ----------    ----------

Expenses
  Professional fees                              38,592        34,995 
  General and administrative expenses            11,845         4,281 
  Asset management fees (note C)                346,119       344,999
                                             ----------    ----------

                                                396,556       384,275
                                             ----------    ---------- 
      
  NET LOSS                                  $(1,464,425)  $(2,090,468)
                                             ==========    ==========

Net loss allocated to general partners      $   (14,644)  $   (20,905)
                                             ==========    ==========

Net loss allocated to limited partners      $(1,449,781)  $(2,069,563)
                                             ==========    ==========

Net loss per unit of limited 
  partnership interst                       $       (55)  $       (78)
                                             ==========    ==========










       The accompanying notes are an integral part of these statements.

                                       3<PAGE>
                American Affordable Housing II Limited Partnership

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                     Nine Months Ended December 31, 1995

                                 (Unaudited)


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


Partners' capital (deficit),
    April 1, 1995             $ 2,903,751     $(202,898) $ 2,700,853


    Net loss                   (1,449,781)      (14,644)  (1,464,425)
                               ----------      --------   ----------


Partners' capital (deficit),
    December 31, 1995         $ 1,453,970     $(217,542) $ 1,236,428
                               ==========      ========   ==========

























       The accompanying notes are an integral part of these statements.

                                        4<PAGE>
              American Affordable Housing II Limited Partnership

                           STATEMENTS OF CASH FLOWS

                     Nine Months Ended December 31,1995

                                 (Unaudited)

                                               1995           1994   
                                               ----           ----    
Cash flows from operating activities:
    Net loss                              $(1,464,425) $(2,090,468)
    Adjustments
       Cash Flow from Operating 
         Partnerships                           7,067        3,397
       Share of loss of Operating
         Partnerships                       1,068,413    1,708,208
       Amortization                                 -            -
    Changes in assets and liabilities
       Increase in accounts payable  
         and accrued expenses                 375,198      488,283
                                           ----------   ----------
                      
         Net cash provided by (used in) 
           operating activities               (13,747)     109,420
                                           ----------   ----------  

Cash flows from investing activity:
     Repayments of loans to
       Operating Partnerships                  16,500     (100,375)
                                           ----------   ----------
     Net cash provided by
       investing activity                      16,500     (100,375)
                                           ----------   ----------

         INCREASE (DECREASE) IN CASH            2,753        9,045 

Cash and cash equivalents, beginning           26,751       13,621
                                           ----------   ----------

Cash and cash equivalents, ending         $    29,504  $    22,666
                                           ==========   ==========









       The accompanying notes are an integral part of these statements.

                                        5<PAGE>
                American Affordable Housing II Limited Partnership

                        NOTES TO FINANCIAL STATEMENTS

                                December 31, 1995

                                 (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,
1995 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, 1996.


                                       6<PAGE>
             American Affordable Housing II Limited Partnership

                  NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               December 31, 1995

                                 (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, less the
amount of certain partnership management and reporting fees paid or payable by
the Operating Partnerships, has been accrued as payable to Boston Capital
Communications Limited Partnership.  The portion of the annual asset
management fees charged to operations for the quarters ended December 31,
1995 and 1994 was $114,810 and $117,810 respectively.

       Affiliates of the General Partner have advanced $95,769 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 next 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, 1995 Washington Mews
has paid the Partnership $21,500.  As of December 31, 1995 $21,500 has been
repaid to the affiliate leaving a balance of $78,875.  

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

       At December 31, 1995 and 1994, 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 31, 1995 and 1994, 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, 1995.

                                        7  <PAGE>
              American Affordable Housing II Limited Partnership

                  NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 1995 

                                 (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, 1995 and 1994
are as follows:
                                 
                                          1995             1994   
 Revenues                                 ----             ----     
  Rental income                       $ 7,348,344      $ 6,477,657
  Interest and other                      439,586          471,442
                                       ----------       ----------

                                        7,787,930        6,949,099
                                       ----------       ----------
Expenses                                  
  Interest expense                      2,354,243        2,323,765
  Depreciation and amortization         2,543,926        2,226,013
  Operating expenses                    4,878,437        4,124,784
                                       ----------       ----------

                                        9,776,606        8,674,562
                                       ----------       ----------
    
          NET LOSS                    $(1,988,676)     $(1,725,463)
                                       ==========       ==========

Net loss allocated to American
  Affordable Housing II Limited
  Partnership                         $(1,068,413)     $(1,708,208)
                                       ==========       ==========

Net loss allocated to other partners  $   (19,887)     $   (17,255)
                                       ==========       ==========

Net loss suspended                    $  (900,376)     $        -
                                       ==========       ==========

        The variance in allocated loss from the Operating Partnerships for the
nine months ended September 30, 1995 and 1994 is mainly a result of the way
the Partnership accounts for its investment in Operating Partnerships.  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<PAGE>
                 American Affordable Housing II Limited Partnership

                  NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 1995 

                                 (Unaudited)

NOTE E - TAXABLE LOSS

        The Partnership's taxable loss for the fiscal year ended March
31, 1996 is expected to differ from its loss for financial reporting
purposes primarily due to accounting differences in depreciation incurred
by the Operating Partnerships.  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.  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 $95,769 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.  The Partnership
anticipates that as the Operating Partnerships continue to mature more 
cash flow and reporting fees will be generated.  Cash flow and reporting 
fees will be added to the Partnership's Working Capital Reserves 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 September 30,
1995 the Partnership had committed to investments requiring cash payments of
$18,613,764, all of which had been paid at December 31, 1995. At December 31,
1995 the Partnership held working capital reserves of $29,504.  


                                      9<PAGE>
Results of Operations
---------------------

    As of December 31, 1995 and 1994 the Partnership held limited
partnership interests in 50 and 51, Operating Partnerships, respectively.  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, 1995 and 1994 the Qualified Occupancy of the
Operating Partnership's was 99.7% and 99% respectively.

    The Partnership had invested in a total of 50 and 51 Operating
Partnerships as of December 31, 1995 and 1994, respectively.  During the
quarters ended December 31, 1995 and 1994, the Partnership received cash flow
distributions of $3,846 and $3,000, respectively, and reporing fees of $3,000
and $0, respectively, 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 Operating Partnership, California Investors II was experiencing
operating difficulties and as a result, the holder of the first mortgage had a 
receiver appointed.  The Investment General Partner believed that it was in
the best interest of the Partnership to sell the property owned by California
Investors II.  After restructuring and workout negotiations with the lender
over the course of the past 18 months, the property was sold to the lender for
proceeds sufficient to cover all outstanding liabilities of Operating
Partnership.  The Investment Partnership will be subjected to a one time
recapture event which is expected to reduce investors' 13.1% annual tax credit
as a percentage of capital invested to 11.4%.  It is anticipated that calendar
year 1996's tax credit as a percentage of capital invested will be back over
13%.

     The Partnership incurred an annual asset management fee to 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 or payable by the Operating Partnerships.  The annual
asset management fee incurred during the quarters ended December 30, 1995
and 1994 were $114,810 and $117,810 respectively.  This amount is 
anticipated to be lower in the future as more Operating Partnerships begin
to accrue and pay annual asset management fees and reporting fees.  Because
the Partnership is not expected to receive significant cash flow or 
reporting fees from the Operating Partnerships in subsequent years, the 
annual asset management fee is being deferred and is expected to be paid
from the proceeds of sales or refinancing of the Partnership's interests in
Operating Partnerships.  The Partnership has fully invested in 50 Operating
Partnerships and as a result the operations of the Partnership should remain
relatively constant on a going forward basis.


                                 10
<PAGE>
                        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.














                                      11<PAGE>


                                  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:  February 14, 1996        By:  /s/JOHN P. MANNING         
                                 ---------------------------
                                John P. Manning, Partner



























                                       12