SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



/X/QUARTERLY REPORT PERSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES

EXCHANGE ACT OF 1934.

For the quarterly period ended December 31, 2000

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

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

















AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP



QUARTERLY REPORT ON FORM 10-QFOR THE QUARTER ENDED DECEMBER 31, 2000



TABLE OF CONTENTS







































































American Affordable Housing II Limited PartnershipBALANCE SHEETS
ASSETS



|                                                                                                                                               | December 31,
2000
(Unaudited) | March 31,
2000
(Audited)
|---------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------
|                                                                                                                                               |                               |                         
|INVESTMENTS IN OPERATING PARTNERSHIPS (Note D)                                                                                                 | $ 1,991,692                   | $ 2,169,618             
|                                                                                                                                               |                               |                         
|Cash and cash equivalents                                                                                                                      | 36,662                        | 12,021                  
|Notes receivable                                                                                                                               | -                             | 40,000                  
|Other assets                                                                                                                                   | 11,734                        | 8,849                   
|                                                                                                                                               |                               |                         
|                                                                                                                                               | $2,040,088                    | $2,230,488              
|                                                                                                                                               |                               |                         
|LIABILITIES                                                                                                                                    |                               |                         
|                                                                                                                                               |                               |                         
|Accounts payable affiliates                                                                                                                    | 5,265,317                     | 4,949,165               
|Accounts payable                                                                                                                               | -                             | -                       
|                                                                                                                                               | 5,265,317                     | 4,949,165               
|                                                                                                                                               |                               |                         
|PARTNERS CAPITAL                                                                                                                               |                               |                         
|                                                                                                                                               |                               |                         
|Limited Partners

Units of limited partnership 
   interest, $1,000 stated value per
   unit; issued and outstanding,
   26,501 units (note A) | (2,963,071)                   | (2,461,584)             
|General Partners                                                                                                                               | (262,158)                     | (257,093)               
|                                                                                                                                               |                               |                         
|                                                                                                                                               | (3,225,229)                   | (2,718,677)             
|                                                                                                                                               |                               |                         
|                                                                                                                                               | $2,040,088                    | $2,230,488              





















The accompanying notes are an integral part of this statement

American Affordable Housing II Limited PartnershipSTATEMENTS OF OPERATIONS Three Months Ended December 31,
(Unaudited)



|                                                     | 2000        | 1999        
|---------------------------------------------------- | ----------- | ------------
|                                                     |             |             
|Income                                               |             |             
|Interest income                                      | $ 18,909    | $         57
|Other income                                         | -           | 1,636       
|                                                     | 18,909      | 1,693       
|                                                     |             |             
|Share of loss from Operating 
  Partnerships(Note D) | (39,515)    | (37,893)    
|                                                     |             |             
|Expenses                                             |             |             
|Professional fees                                    | 2,013       | 1,642       
|General and administrative expenses                  | 1,357       | 8,517       
|Asset management fees (note C)                       | 109,465     | 108,465     
|                                                     | 112,835     | 118,624     
|                                                     |             |             
|NET LOSS                                             | $(133,441)  | $(154,824)  
|                                                     |             |             
|Net loss allocated to general partners               | $   (1,334) | $    (1,548)
|                                                     |             |             
|Net loss allocated limited partners                  | $(132,107)  | $(153,276)  
|                                                     |             |             
|Net loss per unit of limited 
  partnership interest | $(5)        | $(6)        
|                                                     |             |             























The accompanying notes are an integral part of this statement

American Affordable Housing II Limited Partnership 
STATEMENTS OF OPERATIONSNine Months Ended December 31,
(Unaudited)





|                                                     | 2000       | 1999       
|---------------------------------------------------- | ---------- | -----------
|                                                     |            |            
|Income                                               |            |            
|Interest income                                      | $ 19,046   | $       186
|Other income                                         | 4,079      | 5,482      
|                                                     |            |            
|                                                     | 23,125     | 5,668      
|                                                     |            |            
|Share of loss from Operating 
  Partnerships(Note D) | (176,646)  | (146,345)  
|                                                     |            |            
|Expenses                                             |            |            
|Professional fees                                    | 27,591     | 28,642     
|General and administrative expenses                  | 10,761     | 18,540     
|Asset management fees (note C)                       | 314,679    | 317,107    
|                                                     |            |            
|                                                     | 353,031    | 364,289    
|                                                     |            |            
|NET LOSS                                             | $(506,552) | $(504,966) 
|                                                     |            |            
|Net loss allocated to general partners               | $(5,065)   | $(5,050)   
|                                                     |            |            
|Net loss allocated limited partners                  | $(501,487) | $(499,916) 
|                                                     |            |            
|Net loss per unit of limited 
  partnership interest | $(19)      | $(19)      
|                                                     |            |            











The accompanying notes are an integral part of this statement

American Affordable Housing II Limited PartnershipSTATEMENTS OF CHANGES IN PARTNERS CAPITAL
Nine Months Ended December 31,
(Unaudited)



|                                                  | Assignees    | General
Partner | Total       
|------------------------------------------------- | ------------ | --------------- | ------------
|                                                  |              |                 |             
|Partners Capital 
 (deficit)
  April 1, 2000      | $(2,461,584) | $(257,093)      | $(2,718,677)
|                                                  |              |                 |             
|                                                  |              |                 |             
|Net loss                                          | (501,487)    | (5,065)         | (506,552)   
|                                                  |              |                 |             
|Partners capital 
 (deficit),
  December 31, 2000 | $(2,963,071) | $(262,158)      | $(3,225,229)
|                                                  |              |                 |             



















The accompanying notes are an integral part of this statement

American Affordable Housing II Limited PartnershipSTATEMENTS OF CASH FLOWSNine Months Ended December 31,
(Unaudited)



|                                                     | 2000         | 1999       
|---------------------------------------------------- | ------------ | -----------
|Cash Flows from operating activities:                |              |            
|                                                     |              |            
|Net Loss                                             | $  (506,552) | $ (504,966)
|Adjustments                                          |              |            
|Cash flow from Operating Partnerships                | 1,281        | 1,281      
|Share of Loss from Operating Partnerships            | 176,646      | 146,345    
|Changes in assets and liabilities:                   |              |            
|(Decrease) Increase in other assets                  | 37,114       | -          
|Increase in accounts payable and accrued expenses    | 316,152      | 355,426    
|                                                     |              |            
|Net cash provided by (used in)  operating activities | 24,641       | (1,914)    
|                                                     |              |            
|INCREASE (DECREASE) IN CASH                          | 24,641       | (1,914)    
|                                                     |              |            
|Cash and cash equivalents, beginning                 | 12,021       | 9,857      
|                                                     |              |            
|Cash and cash equivalents, ending                    | $36,662      | $7,943     







































The accompanying notes are an integral part of this statement

American Affordable Housing II Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2000
(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, 2000 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 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, 2001.





American Affordable Housing II Limited Partnership

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2000

(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 December 31, 2000 and 1999 was 
$110,465 for both years.

Affiliates of the General Partner have advanced $193,469 to the Partnership to pay certain operating expenses 
of the Partnership, and make  advances and/or loans to Operating Partnerships.  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 has also accrued certain affiliate administrative  expenses, including but not limited to travel, 
printing, salaries, postage,  and overhead allocations, totaling $17,041.



NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At December 31, 2000 and 1999, the Partnership had limited partnership  equity interests in forty nine and 
fifty Operating Partnerships, respectively,  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,
 2000 and 1999, 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, 2000.





















American Affordable Housing II Limited Partnership



NOTES TO FINANCIAL STATEMENTS

December 31, 2000

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

The unaudited combined statements of operations of the Operating 
Partnerships for the Nine months ended September 30, 2000 and 1999 are as follows:



|                                                                              | 2000           | 1999               
|----------------------------------------------------------------------------- | -------------- | -------------------
|                                                                              |                |                    
|Revenues                                                                      |                |                    
|Rental income                                                                 | $    7,254,845 | $         7,306,032
|Interest and other                                                            | 349,493        | 242,748            
|                                                                              |                |                    
|                                                                              | 7,604,338      | 7,548,780          
|                                                                              |                |                    
|Expenses                                                                      |                |                    
|Interest expense                                                              | 2,176,126      | 2,149,780          
|Depreciation and amortization                                                 | 2,152,707      | 2,173,154          
|Operating expenses                                                            | 4,974,739      | 4,644,792          
|                                                                              | 9,305,573      | 8,967,726          
|                                                                              |                |                    
|NET LOSS                                                                      | $ (1,701,235)  | $(1,418,946)       
|                                                                              |                |                    
|Net loss allocation to American
  Affordable Housing II Limited
  Partnership | $(176,646)     | $(146,345)         
|                                                                              |                |                    
|                                                                              |                |                    
|Net loss allocated to other 
  partners                                       | $(17,012)      | $(14,189)          
|                                                                              |                |                    
|Net loss suspended                                                            | $(1,507,577)   | $(1,258,412)       



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)

December 31, 2000

(Unaudited)

NOTE E - TAXABLE LOSS





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

Liquidity

The Partnership's primary source of funds was the proceeds of its Public Offering.  Other sources of liquidity have 
included (i) interest earned on working capital reserves, and (ii) cash distributions from operations of the 
Operating Partnerships in which the Partnership has invested.  Both of these sources of liquidity are available to 
meet the obligations of the Partnership.   The Partnership is currently accruing the annual asset management fee. 
Asset management fees accrued during the quarter ended December 31, 2000 were  $110,464 and total asset 
management fees accrued as of  December 31, 2000 were $5,038,147. 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 recognized other income as of 
 December 31, 2000 in the  amount of $4,079.  The total represents distributions from Operating  Partnerships 
which the Partnership normally would record as a decrease in the  Investment in Operating Partnerships.  Due to 
the equity method of accounting,  the Partnership has recorded these distributions as other income. The Partnership 
has recorded $5,265,316 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 September 21, 1988 pursuant to the Public Offering, resulting in net proceeds available for investment in 
Operating Partnerships (after payment of acquisition fees and expenses and funding of a reserve) of $18,550,700.  
The Partnership had  committed to investments requiring cash payments of $18,613,764, all of which had been 
paid at  December 31, 2000.  At December 31, 2000 the Partnership held working capital of $36,662.



Results of Operations

As of  December 31, 2000 and 1999 the Partnership held limited partnership interests in 49 and 50 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, 2000 and 1999 the Qualified Occupancy of the Operating  Partnership's was 99.8% for both years.  The Partnership had a total  of 49 properties at  December 31, 2000 of which 46 were at 100% Qualified  Occupancy.

The Partnership had invested in a total of 49 and 50 Operating Partnerships as  of  December 31, 2000 and 1999, 
respectively.  During the quarters ended  December 31, 2000 and 1999, the Partnership received $0 and $1,636, 
respectively, in distributions of cash flow and $1,000 and $2,000,  respectively, of reporting fees from the 
Operating Partnerships. Of the total  cash flow received in the quarters ended December 31, 2000 and 1999, $0 and $1,636, respectively, was recorded as miscellaneous income instead of as a  decrease in Investments in 
Operating Limited Partnerships, due to the equity  method of accounting.  No other significant sources of income 
are anticipated.

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 
December 31, 2000 and 1999  was $109,465 and $108,465, respectively.

Historically, the financial statements of  Rouse Stokes Rowe Housing  Associates, L.P. have been prepared
assuming that the Operating Partnership  will continue as a going concern.  Despite high occupancy, the property 
suffers from cash flow deficits related to excessive operating expenses.  As a  result, both of the Operating 
Partnership's mortgages are in technical default for non-payment and as such the entire balance has been classified 
as a  current liability.  (The first permanent loan is payable to the stockholder of  Southwark Realty, an affiliate of 
the Operating General Partner). To date, efforts to reduce operating expenses have not been successful. Due to its 
small size, the property has been unable to take advantage of efficiencies of  scale, which might lower expenses and 
improve operations. At this time, the Investment General Partner is drafting an action plan which incorporates  
items identified and suggestions made in the most recent site visit report. 
This action plan will be reviewed with the Operating General Partner upon completion and is intended to improve 
the partnership's compliance with Section 42.

Lovington Housing Associates, L.P. (Southview Place Apartments) continues to operate at a weak occupancy level. As of December 31, 2000, the physical occupancy at the property was 71%. An additional four units were pre-leased in January of 2001
with occupancy by mid-February. The management company continues to market the units aggressively. The local economy and tenant population was adversely impacted by the decline of local oil production.  The management company indicated that  occupancy
improvements are contingent on the recovery of the local economy. Deferred maintenance, specifically interior and exterior painting, is being  funded through the replacement reserve account and operating cash as it becomes available.  In 2000, three of
four building exteriors were painted while work on the fourth building commenced in December of 2000. Although the replacement reserve account is under funded, the property remains in compliance with a workout plan to cure the deficit.



East Ridge Associates Limited Partnership (East Ridge Estate) received a copy of a Notice of Acceleration and 
Demand for Payment, filed by the United States Department of Agriculture (USDA), in May 1999. The General 
Partner of the Operating Partnership filed an appeal with the National Appeals in November 1999 and the decision to  accelerate the mortgage was upheld by the USDA National Appeals Division on January 31, 2000. No actions on the acceleration will be made
until the appeal by the General Partner on the decision to change the management 
company from R & K Oxford to Stanford Management, LLC, an affiliated company, has been finalized. The Operating  General Partner intends to file a workout plan with Maine Rural Development pending a decision on the  management company.

A decision on the management agent was made in the fourth quarter of 2000, which did not allow Stanford Management, LLC to manage this property. The Operating General Partner has appealed the decision. The partnership continues  to suffer from ongoing
operating deficits, a  delinquent mortgage, under funded reserves, and low occupancy.   Additionally, the physical condition of the property has suffered due to deferred maintenance at the property.  The exterior of the building is in poor condition and
requires capital improvements, the unit interiors are in excellent condition, the common areas are in fair condition, and the landscaping needs attention. The deferred maintenance will be addressed in a workout plan, which is pending a final decision on
the management agent. Maine Rural Development has allowed the property to admit non-elderly tenants that are income qualified due to a change in the demographics of the marketplace of the Southwest Harbor. The fourth quarter occupancy was 100% as a result
of Maine Rural Development issuing waivers to East Ridge on a case-by-case basis.  The Operating Partnerships average physical occupancy for 1999 was 78% but improved significantly to 93% in 2000. The historically  low occupancy at the project resulted
from the expiration of a rental assistance contract with Maine State Housing Authority. The Investment General Partner will continue to monitor the negotiations between the Operating General Partner and Maine Rural Development.







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.

















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 20, 2001	    By: 		/s/John P. Manning
                            ---------------------------

John P. Manning, Partner