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, 1996
                                     ------------------
                                              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                                 
     
                     
-----------------------------------------------------------------------

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

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

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

Registrant's telephone number, including area code   (617) 624-8900     
                                                    -------------------
-----------------------------------------------------------------------
(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, 1996
               ------------------------------------------


                              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, 
                                                1996             1996   
                                             (Unaudited)       (Audited) 
                                             -----------      ----------

INVESTMENTS IN OPERATING
   PARTNERSHIPS (note D)                     $3,685,894       $4,153,171 

OTHER ASSETS
   Cash and cash equivalents                     16,200           34,944 
   Notes receivable                              40,000           78,875
   Other assets                                   7,849            7,849 
                                              ---------        ---------

                                             $3,749,943       $4,274,839
                                              =========        =========
      

                                 LIABILITIES

Accounts payable affiliates                  $3,428,209       $3,133,894
Accounts payable                                  3,500            3,500
                                              ---------        --------- 
                                              3,431,709        3,137,394
                                              ---------        ---------

PARTNERS' CAPITAL
   Limited Partners                         
     Units of limited partnership 
     interest, $1,000 stated value per
     unit; issued and outstanding,
     26,501 units (note A)                      544,958        1,355,977 

   General Partners                            (226,724)        (218,532)
                                              ---------        ---------
                                                318,234        1,137,445
                                              ---------        ---------

                                             $3,749,943       $4,274,839
                                              =========        =========
  


     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)
     
                                                  1996         1995   
Income                                            ----         ----   
  Interest income                             $      98     $     187 
  Miscellaneous income                            1,088             -
                                               --------      --------

                                                  1,186           187
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships (note D)                        (124,882)     (347,127)
                                               --------      --------

Expenses
  Professional fees                                   -         1,672 
  General and administrative expenses             1,839         4,936 
  Asset management fees (note C)                109,094       114,810
                                               --------      --------

                                                110,933       121,418
                                               --------      -------- 
      
  NET LOSS                                    $(234,629)    $(468,358)
                                               ========      ========

Net loss allocated to general partners        $  (2,346)    $  (4,684)
                                               ========      ========

Net loss allocated to limited partners        $(232,283)    $(463,674)
                                               ========      ========

Net loss per unit of limited 
  partnership interest                        $      (9)    $     (18)
                                               ========      ========





       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)
     
                                                  1996         1995   
Income                                            ----         ----   
  Interest income                             $     640   $       544 
  Miscellaneous income                            1,470             -
                                               --------      --------

                                                  2,110           544
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships (note D)                        (456,925)   (1,068,413)
                                               --------     ---------

Expenses
  Professional fees                              35,615        38,592 
  General and administrative expenses             9,598        11,845 
  Asset management fees (note C)                319,183       346,119
                                               --------     ---------

                                                364,396       396,556
                                               --------     --------- 
      
  NET LOSS                                    $(819,211)  $(1,464,425)
                                               ========     =========

Net loss allocated to general partners        $  (8,192)  $   (14,644)
                                               ========     =========

Net loss allocated to limited partners        $(811,019)  $(1,449,781)
                                               ========     =========

Net loss per unit of limited 
  partnership interest                        $     (31)  $       (55)
                                               ========     =========





       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, 1996

                                 (Unaudited)


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


Partners' capital (deficit),
    April 1, 1996              $1,355,977     $(218,532)  $1,137,445


Net loss                         (811,019)       (8,192)    (819,211)
                                ---------      --------    ---------


Partners' capital (deficit),
    December 31, 1996          $  544,958     $(226,724)  $  318,234
                                =========      ========    =========
























       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,

                                 (Unaudited)

                                               1996           1995   
                                               ----           ----    
Cash flows from operating activities:
    Net loss                                $(819,211) $(1,464,425)
    Adjustments
       Cash flow from Operating 
         Partnerships                          10,352        7,067
       Share of loss of Operating
         Partnerships                         456,925    1,068,413
    Changes in assets and liabilities
       Increase in accounts payable  
         and accrued expenses                 294,315      375,198
                                             --------    ---------
                      
         Net cash provided by (used in) 
           operating activities               (57,619)     (13,747)
                                             --------    ---------  

Cash flows from investing activity:
     Repayments of loans to
       Operating Partnerships                  38,875       16,500 
                                             --------    ---------
         Net cash provided by
           investing activity                  38,875       16,500 
                                             --------    ---------

         INCREASE (DECREASE) IN CASH          (18,744)       2,753 

Cash and cash equivalents, beginning           34,944       26,751
                                             --------    ---------

Cash and cash equivalents, ending           $  16,200  $    29,504
                                             ========    =========









       The accompanying notes are an integral part of these statements.

                                        5<PAGE>
                American Affordable Housing II Limited Partnership

                        NOTES TO FINANCIAL STATEMENTS

                              December 31, 1996

                                 (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,
1996 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, 1997.

                                       6<PAGE>
             American Affordable Housing II Limited Partnership
                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            December 31, 1996
                                 (Unaudited)
NOTE C - RELATED PARTY TRANSACTIONS

       An annual asset management fee based on 0.5 percent of the aggregate
cost of all apartment complexes owned by the Operating Partnerships, has been
accrued as payable to Boston Capital Asset Management Limited Partnership
(formerly Boston Capital Communications Limited Partnership).  The portion of
the annual asset management fee accrued for the quarters ended December 31,
1996 and 1995 was $110,465 and $117,810, respectively.

       Affiliates of the General Partner have advanced $96,576 to the
Partnership to pay certain operating expenses.  This and any additional
advances will be paid, without interest, from available cash flow or the
proceeds of sales or refinancing of the Partnership's interests in
Operating Partnerships.

       On December 23, 1994 an affiliate of the General Partners funded
$100,375, interest free, to the Partnership so that it could make a $100,375
loan to the Operating Partnership Washington Mews.  The loan enabled the
Operating Partnership to refinance its mortgage at a more favorable rate, and
will be repaid by the Operating Partnership with surplus cash from operations
over the course of the three years.  As repayments are received from
Washington Mews, they will be used to repay the funding, free of interest,
from the General Partners' affiliate.  As of December 31, 1996 Washington
Mews has paid the Partnership $60,375.  As of December 31, 1996 $60,375 has
been repaid to the affiliate leaving a balance of $40,000.  

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

       At December 31, 1996 and 1995, 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, 1996 and 1995, 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, 1996.
                                        7  <PAGE>
              American Affordable Housing II Limited Partnership
                  NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             December 31, 1996
                                 (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, 1996 and 1995
are as follows:

                                          1996             1995   
 Revenues                                 ----             ----     
  Rental income                       $ 7,232,748      $ 7,348,344
  Interest and other                      287,459          439,586
                                        ---------        ---------
                                        7,520,207        7,787,930
                                        ---------        ---------
Expenses                                  
  Interest expense                      2,265,972        2,354,243
  Depreciation and amortization         2,353,840        2,543,926
  Operating expenses                    4,551,152        4,878,437
                                        ---------        ---------
                                        9,170,964        9,776,606
                                        ---------        ---------
    
          NET LOSS                    $(1,650,757)     $(1,988,676)
                                        =========        =========
Net loss allocated to American
  Affordable Housing II Limited
  Partnership                         $  (456,925)     $(1,068,413)
                                        =========        =========
Net loss allocated to other partners  $   (16,507)     $   (19,887)
                                        =========        =========
Net loss suspended                    $(1,177,325)     $  (900,376)
                                        =========        =========

        The variance in allocated loss from the Operating Partnerships for the
nine months ended September 30, 1996 and 1995 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, 1996

                                 (Unaudited)

NOTE E - TAXABLE LOSS

        The Partnership's taxable loss for the fiscal year ended March
31, 1997 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.




































                                      9<PAGE>
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, 1996 were
$110,465 and total asset management fees accrued as of December 31, 1996 were
$3,290,302.  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 $96,576 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 and 
will be available to meet future third party obligations of the Partnership.
The Partnership is currently and will continue to aggressively pursue
available cash flow and reporting fees and anticipates that the amount
collected will be sufficient to cover future third party operating 
expenses.  


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

    The Partnership received $26,501,000 in subscriptions for Units (at
$1,000 per Unit) during the period February 2, 1988 to September 21, 1988
pursuant to the Public Offering, resulting in net proceeds available for
investment in Operating Partnerships (after payment of acquisition fees
and expenses and funding of a reserve) of $18,550,700.  As of December 31,
1996 the Partnership had committed to investments requiring cash payments of
$18,613,764, all of which had been paid at December 31, 1996. At December
31, 1996 the Partnership held working capital of $16,200.  




                                       10 <PAGE>
Results of Operations
---------------------

    As of December 31, 1996 and 1995 the Partnership held limited partnership
interests in 50 Operating Partnerships.  In each instance the Apartment
Complex owned by the applicable Operating Partnership is eligible for the
Federal Housing Tax Credit.  Occupancy of a unit in each Apartment Complex
which initially complied with the Minimum Set-Aside Test (i.e., occupancy by
tenants with incomes equal to no more than a certain percentage of area median
income) and the Rent Restriction Test (i.e., gross rent charged tenants does
not exceed 30% of the applicable income standards) is referred to hereinafter
as "Qualified Occupancy."  Each of the Operating Partnerships and each of the
respective Apartment Complexes are described more fully in the Prospectus or
applicable report on Form 8-K.  The General Partner believes that there is
adequate casualty insurance on the properties.

    As of December 31, 1996 and 1995 the Qualified Occupancy of the Operating
Partnership's was 99.9% and 99.7%, respectively. 

    The Partnership had invested in a total of 50 Operating Partnerships as of
December 31, 1996 and 1995.  During the quarters ended September 30, 1996 and
1995, the Partnership received cash flow distributions of $0 and $3,846
respectively, and reporting fees of $1,371 and $3,000, respectively, from the
Operating Partnerships.  The reductions are a result of timing variances in
the cash receipts from the Operating Partnerships.  Total cash flow and
reporting fees collected have increased for the nine months ended December 31,
1996 from the nine months ended December 31, 1995.  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. 

    In the prior fiscal year, the Operating Partnership, California Investors
II was experiencing operating difficulties.  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, the property was sold to the lender for proceeds
sufficient to cover all outstanding liabilities of the Operating Partnership. 
The Investment Partnership was subjected to a one time recapture event which 
reduced investors' 13.1% annual tax credit as a percentage of capital invested
to 11.4% for the 1995 tax year.  It is anticipated that calendar year 1996's
tax credit as a percentage of capital invested will be approximately 13%.

    The Partnership incurred an annual asset management fee to Boston
Capital Asset Management Limited Partnership (formerly Boston Capital
Communications Limited Partnership) in an amount equal to 0.5% of the
aggregate cost of the apartment complexes owned by the Operating Partnerships,
less the amount of certain partnership management and reporting fees paid by
the Operating Partnerships.  The annual asset management fee incurred, net of
reporting fees received, during the quarters ended December 31, 1996 and 1995
was $109,094 and $114,810 respectively.

                                 11<PAGE>
The reduction was a result of the removal of the portion of the fee related to
the Operating Partnership California Investors II which was sold in November
1995.  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.  









































                                 12<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.









                                      13<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 24, 1997        By:  /s/JOHN P. MANNING         
                                   ---------------------------
                                   John P. Manning, Partner


























                                       14