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                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            FORM 10-Q

(Mark One)

/X/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended June 30, 2000

                               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:  0-25600

          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)

           Maryland                          52-1394232
-------------------------------          -----------------
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)          Identification No.)


   7200 Wisconsin Avenue, 11th floor, Bethesda, Maryland 20814
   -----------------------------------------------------------
      (Address of principal executive offices)   (Zip Code)


Registrant's telephone number, including area code 301-654-3100

Securities registered pursuant to Section 12(b) of the Act:
Beneficial Assignee Interests

Securities registered pursuant to Section 12(g) of the Act:  None

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 / /.

At  June  30, 2000, the following classes of beneficial  assignee
interests  of Oxford Tax Exempt Fund II Limited Partnership  were
outstanding:    (i)   7,343,800  beneficial  assignee   interests
("BACs")  with an aggregate market value ($24.375 per  share)  of
$179,005,125, and (ii) 122 Status Quo BACs ("SQBs").

Index to Exhibits is found on page 3.


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          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                            FORM 10-Q

                  PART I-FINANCIAL INFORMATION


Item 1.  Financial Statements.

   The financial statements of OTEF II are incorporated herein by
reference  to sequentially numbered pages 11 through 14  of  OTEF
II's Quarterly Report (Unaudited).

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

    A  discussion of OTEF II's financial condition and results of
operations for the three and six-month period ended June 30, 2000
is  incorporated  herein  by reference to  sequentially  numbered
pages  6  through 10 entitled "Report of Management" included  in
OTEF II's Quarterly Report (Unaudited).

                    PART II-OTHER INFORMATION

Item 1.  Legal Proceedings.
         None.

Item 2.  Changes in Securities.
         None.

Item 3. Defaults Upon Senior Securities.
        None.

Item 4. Submission of Matters to a Vote of Security Holders.
        None.

Item 5. Other Information.
        None.

Item 6. Exhibits and Reports on Form 8-K.

   (a)  Exhibits.

        For  a  list  of  Exhibits  as  required  by  Item  601   of
        Regulation S-K, see Exhibit Index on page 3 of this report.

   (b)  Reports on Form 8-K.

     A  report  on  Form  8-K  was filed with  the  Securities  &
     Exchange  Commission  on  July 13,  2000  regarding  certain
     contractual  arrangements that could result in a  change  in
     control of the Registrant.


     No other items were applicable.





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          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                            FORM 10-Q

                          EXHIBIT INDEX

(Listed according to the number assigned in the Exhibit Table in
Item 601 of Regulation S-K).

(20) Report furnished to Security Holders.

     Oxford Tax Exempt Fund II Limited Partnership's Quarterly
     Report (Unaudited) dated June 30, 2000, follows on
     sequentially numbered pages 5 through 20 of this report.

(27) Financial Data Schedule.


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          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                            FORM 10-Q

                           SIGNATURES

    Pursuant  to the requirements of Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                  Oxford Tax Exempt Fund II Limited Partnership

                  By:  Oxford Tax Exempt Fund II Corporation
                       Managing General Partner of the registrant



Date: 8/14/00    By:   /s/ Richard R. Singleton
      -------          ------------------------------------------
                       Richard R. Singleton
                       Senior Vice President and
                         Chief Financial Officer


   Pursuant to the requirements of the Securities Exchange Act of
1934,  this report has been signed below by the following persons
on  behalf  of the registrant and in the capacities  and  on  the
dates indicated.



Date: 8/14/00    By:   /s/ Francis P. Lavin
      -------          ------------------------------------------
                       Francis P. Lavin
                       Director and President



Date: 8/14/00    By:   /s/ Robert B. Downing
      -------          ------------------------------------------
                       Robert B. Downing
                       Director and Executive Vice President




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          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                        Quarterly Report
                           (Unaudited)

                          June 30, 2000











     CONTENTS

     Report of Management
     Balance Sheets
     Statements of Income and Comprehensive Income
     Statement of Partners' Capital
     Statements of Cash Flows
     Notes to Financial Statements
     Instructions for Investors who wish to reregister or
       transfer OTEF II BACs



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Report of Management
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    The following report provides information about the financial
condition  of  Oxford Tax Exempt Fund II Limited  Partnership,  a
Maryland limited partnership ("OTEF II" or the "Partnership"), as
of  June  30, 2000, and its results of operations and cash  flows
for  the  period then ended.  This report and analysis should  be
read  together  with the financial statements and  related  notes
thereto  and  the selected financial data appearing elsewhere  in
this Quarterly Report.

Recent Developments

    Distribution  for  the  Quarter ended  June  30,  2000.   The
Managing   General  Partner  declared,  on  June   14,   2000,  a
distribution for the quarter ended June 30, 2000 in the amount of
$0.54  per BAC.  This distribution is in the same amount  as  the
distribution for the first quarter of 2000, which was paid on May
12, 2000.

       Investment  Transactions.  On November 24, 1999,  OTEF  II
closed a development venture transaction for The Peaks at Conyers
Apartments,  a  260-unit apartment community being  developed  in
Conyers, Georgia, an Atlanta suburb, for a total development cost
of  approximately $18.2 million.  As of the date of this  report,
construction  continues on The Peaks at Conyers.   Based  on  the
draw  requests  received  to date, work completed  and  materials
supplied  represent  approximately  39%  of  the  amount  of  the
construction  contract.  OTEF II will  continue  to  monitor  the
progress of construction relating to this property.

       Financing Transactions.  On May 11, 2000,  the  letter  of
credit issued by Banco Santander Central  Hispano, S.A.   ("Banco
Santander"),with respect to the Naples investment and the standby
reimbursement  agreement  with  a Merrill Lynch  affiliate  which
effectively  guarantees the obligations of the Naples Borrower to
Banco  Santander Central Hispano, S.A. were extended to  December
11, 2000.

       OTEF  II  is  continuing to work  on  bond  refunding  and
refinancing transactions with respect to the Summerwalk property.
The   senior  tax-exempt  bonds  secured  by  this  property  are
currently  held  by  third  parties.  Based  on  its  preliminary
discussions,    the   Managing   General   Partner    anticipates
consummating  refunding  or  refinancing  transactions  for  this
property.

       Amortization of Series A Bonds.  Effective April 15, 2000,
mandatory quarterly sinking fund redemptions began on the  twelve
Original  Refunding  Bonds (as defined  below).   These  Original
Refunding  Bonds provide for payments of interest  only  for  the
first  three  years  and  then amortize  over  a  27-year  period
beginning  in the fourth bond year.  While the total payments  on
these  bonds  increase  each year, the portion  of  the  payments
allocable  to  interest  will decrease in  the  fourth  year  and
increase  each  year thereafter.  Accordingly, it is  anticipated
that  OTEF  II  will  receive  aggregate  principal  payments  of
approximately   $1.4   million  in   2000.    Of   this   amount,
approximately  41% will be applied to reduce the  financing  debt
reported by OTEF II on its balance sheet.  Substantially  all  of
the  balance  of  the principal payments will  reduce  OTEF  II's
remaining  investment in the related bonds.  While  the  interest
earned  on  these  bonds will decrease in 2000  from  the  amount
earned  for  1999  by approximately $0.19 per  share,  the  total
principal and interest that is projected to be received  by  OTEF
II  with respect to these bonds for 2000 will be higher than  the
amount  of  interest  received on  these  bonds  for  1999.   The
interest rates on these bonds will increase in 2001 and each year
thereafter  through the remaining term of the Original  Refunding
Bonds.   On  April  15,  2000, approximately  $0.47  million   in
sinking fund redemptions were received on the Original  Refunding
Bonds  and  approximately $0.19 million was paid on the financing
debt.  The outstanding balance of the financing debt at June  30,
2000 was $52.4 million.

       Book Value.  At June 30, 2000, the book value of the  BACs
was  approximately $36.50 on a fully diluted basis,  taking  into
account the 1997 Incentive Options.  Book value is calculated  as
the sum of the BAC capital account plus the BACs' allowable share
of accumulated comprehensive income, divided by the fully diluted
shares outstanding at June 30, 2000.

   BAC  Repurchase  Program.  On October 30, 1998,  the  Managing
General Partner authorized the repurchase, from time to time,  of
up to 250,000 BACs.  OTEF II may purchase BACs in the open market
or  through  privately negotiated transactions.  The  timing  and
amount of BACs purchased will be dependent on the availability of
BACs  and other market factors.  OTEF II will purchase BACs  only
to  the  extent  that they may be purchased at favorable  prices.
Under this program, OTEF II acquired 2,000 BACs in December  1998
for  approximately $0.05 million.  On January 18, 2000,  OTEF  II
acquired  an  additional  10,000  BACs  for  approximately  $0.24
million.  These securities are reflected in partners' capital  on
the  balance sheet as Treasury Stock.  No further purchases  have
been made through the date of this report.


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Report of Management
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Liquidity and Capital Resources

       To  pursue  additional investment opportunities,  OTEF  II
requires  additional capital from time to time.  In  addition  to
proceeds   from   financings,  OTEF  II  may  generally   acquire
additional investments ("New Assets"):  (i) from the proceeds  of
sales  or other dispositions of Original Refunding Bonds (defined
below)  and the Original Remarketed Bonds (as defined  below) and
the proceeds from principal payments with respect to the Original
Refunding  Bonds  (except  for  the  portion  of   such  proceeds
allocable  to SQBs),  as  well  as  bonds  issued  to  refund any
tax-exempt  bonds acquired  by  OTEF II pursuant to the Liquidity
and Growth  Plan; (ii)  from  the  proceeds of  sales  or   other
dispositions  of  New  Assets  and  the   proceeds from principal
payments with respect to New  Assets;  (iii) from the proceeds of
issuances of  additional equity  securities, including additional
BACs  or  other  limited partnership  interests  in OTEF II; (iv)
from  the  issuance  of  additional equity securities in exchange
for New Assets;  or  (v) by funds  borrowed  from  lenders or  by
issuing  evidences  of indebtedness.

      Current Position.  OTEF II uses its cash receipts primarily
for  distributions to BAC Holders, and its General  Partners,  to
pay  administrative expenses, and to acquire New Assets  and  pay
the costs and expenses relating to such transactions.  As of June
30,  2000,  OTEF II held approximately $5.7 million in  cash  and
cash  equivalents, an increase of approximately $0.2 million,  or
approximately  3%,  from  the  $5.5  million  in  cash  and  cash
equivalents held as of December 31, 1999.  This increase reflects
the  change in the timing of payments on the San Bruno bond  from
monthly  to  semi-annual, which change in payment  frequency  was
effective with the issuance of the remarketing bonds on  November
1,  1999.   The  first  semi-annual  payment  in  the  amount  of
approximately $1.17 million was received on May 15, 2000.

       Financing Transactions.  OTEF II undertakes securitization
transactions with respect to its bond portfolio from time to time
to  enhance  its  overall return on investment  and  to  generate
proceeds,  which facilitate the acquisition of New Assets.   OTEF
II  has  securitized  approximately $77.0  million  of  its  bond
portfolio  by assigning these bonds to a Merrill Lynch  affiliate
which, in turn, deposited them into trusts.  The trusts, in turn,
sold  to institutional investors senior, floating rate securities
credit  enhanced  by  a  Merrill Lynch affiliate.   These  senior
securities  have  first  priority on the  debt  service  payments
related to the bonds held in these trusts.  OTEF II acquired  all
the   subordinated   interests  in  these   trusts,   aggregating
approximately  $15  million, and received the  proceeds,  net  of
transaction  costs  from the sale of the senior  securities.   In
addition, in a transaction involving the Carpenter bonds, OTEF II
acquired  approximately  $9 million of  senior  trust  interests,
which may be sold at any time to provide cash to OTEF II for  new
acquisitions  or  for  any other purpose.  OTEF  II  has  certain
rights to repurchase and/or refinance the bonds and to repurchase
the  senior securities and, therefore, retains a level of control
over the bonds.  These securitization transactions provide a low-
cost  financing option for OTEF II's growth.  The portion of  the
net  proceeds from these transactions that is not invested in New
Assets  is temporarily invested in liquid tax-exempt money market
securities.

       In  connection with these transactions, OTEF II  converted
the  interest rate mode on the Series A Bonds involved  in  these
transactions from an annual to weekly reset.  On August 22, 1997,
and  September  21,  1998, OTEF II purchased three-year  interest
rate  caps on a notional amount of approximately $27 million  and
$30  million, respectively, to minimize the effects  of  interest
rate  volatility.  Additionally,  on  August  4,  2000,  OTEF  II
purchased a two-year interest rate cap on the notional amount  of
approximately  $55  million.  Under these  arrangements,  if  the
average short-term, tax-exempt interest rates during the term  of
the  cap  increase above a specified level (6%,  4.5%,  and  5.5%
respectively),  the  counter-party  to  the  interest  rate   cap
transaction is required to pay directly to OTEF II the amount  by
which  such rates exceed the specified level.  Through  June  30,
2000,  $0.03 million was required to be paid by the counter-party
pursuant to these interest cap agreements.

       For  financial statement purposes, these transactions  are
accounted  for  as financing transactions.  The amount  of  bonds
financed, approximately $77.0 million, is reflected as Securities
Held  in  Trust,  the  net  cash  proceeds  not  reinvested   are
classified  as  Cash  and  Cash Equivalents  and  the  difference
between  the  principal  amount of the  bonds  financed  and  the
principal amount of the subordinated interests acquired  by  OTEF
II  is  classified as financing debt on OTEF II's balance  sheet.
The  aggregate financing debt at June 30, 2000 and  December  31,
1999  was  approximately  $52.4 and $52.6 million,  respectively.
OTEF  II's financing debt represents approximately 16.3% of  OTEF
II's  total  assets (or 30.2% of OTEF II's total  assets  if  the
entities in which OTEF II has made a subordinated debt investment
were consolidated).  Due to the credit enhancement provided by  a

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Report of Management
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Merrill  Lynch  affiliate in connection with  the  securitization
transactions,    and   favorable   underwriting   characteristics
(generally,  low  loan-to-value and  high  debt  coverage),  this
financing  debt bears interest at the Bond Marketing  Association
(BMA)  weekly  floating bond index plus approximately  80  to  85
basis  points (including credit enhancement, trustee and  related
fees).  This rate averaged 4.03% for the 6 months ended June  30,
2000,  3.98% for the 6 months ended June 30, 1999 and  4.18%  for
the  twelve  months  of 1999.  The credit enhancement  associated
with  substantially  all of the financing debt  was  extended  to
February  15,  2001.   While  OTEF II  is  not  an  obligor  and,
therefore,  is  not liable for repayment of this financing  debt,
the  Securitized  Bonds (in which OTEF II owns approximately  $15
million  of  subordinated interests through the  trusts)  are  in
effect collateral for this financing debt.

       Costs  associated  with these financing  transactions  are
amortized  over ten years for financial statement  purposes,  and
costs  associated with the interest rate cap are being  amortized
over the life of each interest rate cap agreement, which is three
years.   For federal income tax purposes, these transactions  are
treated  as  sales  by  OTEF II of the  applicable  bonds  and  a
purchase of senior and subordinated interests in the trusts.

      Original Refunding Bonds.    OTEF II has acquired refunding
bonds  ("Original  Refunding Bonds") for twelve  of  the  fifteen
original MRBs, representing approximately 88% of the face  amount
of  the  original  bond portfolio.  The Original Refunding  Bonds
currently  held  by OTEF II consist of senior  bonds  ("Series  A
Bonds")   and  subordinated  bonds  ("Series  B  Bonds").    This
senior/subordinated structure has allowed OTEF  II  to  undertake
several  financing  transactions involving  the  Series  A  Bonds
allocable to BAC Holders ("Liquidity Assets").  OTEF II  retained
the  related  Series B Bonds for the benefit of the BAC  Holders,
and  retained both the Series A Bonds and the Series B Bonds that
are  designated as Status Quo Assets and held for the benefit  of
SQB Holders.

       Series A Bonds.  The term of each Original Refunding  Bond
and,  accordingly, each Mortgage Loan is 30 years  following  the
date  of  refunding.   The Series A Bonds require  interest  only
payments  during  the  first  three years  and,  thereafter,  are
subject  to annual sinking fund redemptions that will  result  in
full  amortization  of  the  Series A Bonds  during  the  27-year
remaining  term.  See "Recent Developments" for a  discussion  of
the amortization.

   In  the  annual  reset mode, Series A Bond  interest  was  set
initially  at  closing of the refundings and  is  reset  annually
thereafter at a market rate based upon a percentage of  the  then
prevailing one-year U.S. Treasury Bill rate, with a maximum  rate
of 5.6% per annum.  See Note 2 to the Financial Statements for  a
schedule  of  the  current reset rates for  the  Series  A  Bonds
retained by OTEF II.  Upon a remarketing, the Series A Bonds  may
be  converted  to  a  different  interest  rate  mode  (fixed  or
floating) and the interest rates may be modified at that time  to
reflect  the  prevailing market interest rates for whatever  rate
mode and remaining term is then applicable.

       Series  B  Bonds.   The term of each Series  B  Bond  and,
accordingly, each Mortgage Loan is 30 years following the date of
refunding.

       Series B Bond Interest and Principal.   The Series B Bonds
accrue  interest  equal to the product of the Combined  Rate  (as
defined below) multiplied by the total combined principal balance
of  the  Series A Bonds and the Series B Bonds for each Operating
Partnership,  less the interest payable on the related  Series  A
Bonds;  the resulting amount of interest divided by the principal
balance of the Series B Bonds equals the interest accrual rate on
the  Series  B Bonds.  Interest-only is payable on the  Series  B
Bonds  to  the  extent of available cash flow  of  the  Operating
Partnership,  with the entire principal balance  and  any  unpaid
interest due at maturity.

       Combined Rate.  The Combined Rate represents that  portion
of  each  Property's  projected Cash  Flow  Before  Debt  Service
("CFBDS")  for each year (projected at the time of the  refunding
of  each  Existing MRB) that may be applied to  interest  on  the
combined Series A Bonds and Series B Bonds.

       Other  Sources.   In connection with the  closing  of  the
Original  Refunding Bonds, the applicable Operating  Partnerships
entered  into certain pooling agreements which may provide  under
certain circumstances additional sources of funds to enable  them
to  pay  their respective debt service on the Series A Bonds  and
the  Series B Bonds and related fees and expenses. As of June 30,
2000,  the aggregate amount of net excess cash flow held  in  the
Operating  Partnership  escrows was approximately  $5.1  million,
including deposits from June's cash flow compared to $3.8 million
at the end of 1999.

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Report of Management
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      Original Remarketed Bonds.   As  required  under  the trust
indentures  for  the  Original  MRBs,   on  November 1, 1999, the
Original MRBs for the Apollo and San Bruno Operating Partnerships
were remarketed, which means that OTEF II exchanged those for new
bonds ("Original Remarketed Bonds")  that  bear a   fixed rate of
interest to maturity at a market rate determined by a remarketing
agent. The remarketing agent determined the fixed rate of interest
on the San Bruno  bonds to be 9%  per annum.  The trust indenture
for  the  Apollo  bonds specified that the fixed rate of interest
on the remarketed bonds  was the lower of the rate established by
the remarketing agent or  150  basis points in excess of the Bond
Buyer 20-bond index.  The new rate was determined to be 7.49%  on
the remarketing date. The original maturity date of November 2009
was not changed.

       In  addition, in connection with the remarketing, the  San
Bruno  and  Apollo Operating Partnerships delivered  to  OTEF  II
interest-bearing, demand promissory notes dated November 1, 1999,
in  the  original  principal amount  of  $8.8  million  and  $5.2
million, respectively.  The original principal amount of the  San
Bruno  note  reflects contingent interest in the amount  of  $8.6
million  due  and payable on the remarketing date  together  with
accrued  but unpaid base interest.  The principal amount  of  the
Apollo  note reflects accrued but unpaid interest only  since  no
contingent interest was due and payable on the remarketing  date.
The  demand  notes bear floating rate interest at the  short-term
federal  rate.  For federal income  tax  purposes  the  principal
amount of the  San Bruno  demand note was reported as  tax-exempt
interest   income.   For   financial  statement   purposes,   the
estimated amounts  to  be collected  on  the  San Bruno  note are
being  accrued  to  income, under  the effective interest method,
over the expected remaining  life  of the  San Bruno bond.  As of
June 30, 2000, approximately $8.1 million of the San Bruno demand
note had not been accrued into income.  Due  to   uncertainty  of
collection, the Apollo  demand  note  has not been recognized for
either tax or financial statement purposes.  As of June 30, 2000,
the unpaid principal and accrued interest  on   the   San   Bruno
and  Apollo  demand  notes was  approximately  $8.4  million  and
$5.3   million, respectively.

       OTEF II is continuing to explore with the Apollo Operating
Partnership   a   possible  bond  restructuring  or   refinancing
transaction.   The  Managing General Partner  currently  believes
that  the  amount of the Apollo bond and cumulative  unpaid  base
interest  exceeds the value of the property owned by  the  Apollo
Operating  Partnership.  The San Bruno Operating  Partnership  is
currently  considering a refinancing of its mortgage indebtedness
in  addition  to a possible bond restructuring or  other  capital
transaction.   The  Managing General Partner  currently  believes
that  the  value of the property owned by the San Bruno Operating
Partnership exceeds the combined outstanding principal balance of
the  $26  million San Bruno bond and the $8.4 million outstanding
balance of the demand note, and that OTEF II will realize in full
the  value of the San Bruno bond and demand note through a future
sale,  securitization, refinancing or other  capital  transaction
involving  the bond and/or the note, or a repayment of  the  bond
and  note  by  the San Bruno Operating Partnership in  accordance
with the terms of such instruments.  Upon the payment in full  of
the  San  Bruno  demand note, the balance of the note yet accrued
into income under the effective interest  method  discussed above
is  currently  expected  to be included  in  income for financial
statement purposes.

Results of Operations

   OTEF  II  Distributions.  Distributions to  Partners  will
amount to approximately $4.0 million, or $0.54 per Liquidity  BAC
holders of record as of June 30, 2000.

   OTEF  II's  Three-Month Operations.  For  financial  statement
purposes, Net Income allocated to BAC holders and Net Income  per
BAC  was approximately $4.8 million and $0.653, respectively, for
the  three-month period ended June 30, 2000, as compared to  $4.8
million  and  $0.650,  respectively, for the  three-month  period
ended  June 30, 1999.  OTEF II's net interest margin and expenses
for  the second quarter increased by approximately 1.3% and 8.8%,
respectively, over the prior comparative period.  The increase of
only 1.3% in net interest margin is  due  primarily to additional
interest earned on  New  Assets  and  taxable  loans  reduced  by
(i)  the  principal   amortization   payments   on  the  Series A
Bonds  and  (ii) increases in financial interest expense for  the
second quarter due to increases  in  the  floating  rate interest
payable  on  OTEF  II's  financing debt.  While  the  total  cash
receipts on the Series A Bonds, including interest and principal,
are approximately the same  as  the  prior  comparative  periods,
due to the principal  amortization, the current  period  interest
earned  on  these  bonds is  lower  than  the  prior  comparative
period.  The increase in  expenses  is  primarily attributable to
the level of advisory fees in the current period versus the prior
comparative period.

   OTEF  II's  Six-Month  Operations.   For  financial  statement
purposes, Net Income allocated to BAC holders and Net Income  per
BAC  was  $9.7 million and $1.321, respectively for the six-month
period  ended  June  30, 2000, as compared to  $9.5  million  and
$1.294,  respectively, for the six-month period  ended  June  30,
1999.   OTEF's net interest margin and expenses for the six-month
period ended June 30, 2000 increased by approximately 2.7  %  and
8.7%,  respectively,  over  the prior  comparative  period.   The
increase of only 2.7%  in  net income is the result of additional
interest  on New  Assets  and  taxable  loans exceeding the costs
associated with the implementation of the Liquidity & Growth Plan
that were  not  incurred  in   the prior comparative period.  The
increase  in  net interest margin is due primarily to  additional
interest earned on  New  Assets  and  taxable  loans  reduced  by
(i) the principal amortization payments on the Series A Bonds and
(ii) increases in  financial  interest  expense  for  the  second
quarter  due  to increases in the floating rate interest  payable
on OTEF II's financing  debt.   While  the  total  cash  receipts
on the Series  A  Bonds,  including  interest  and principal, are
approximately the same as  the  prior comparative periods, due to
the principal amortization,  the current  period  interest earned
on these bonds is lower than the prior comparative  period.   The
increase  in  expenses is primarily  attributable  to  the  level
of   advisory   fees in  the  current   period  versus  the prior
comparative period.

<PAGE> 10
-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

THIS   REPORT   CONTAINS  STATEMENTS  THAT  ARE   FORWARD-LOOKING
STATEMENTS   WITHIN   THE  MEANING  OF  THE  PRIVATE   SECURITIES
LITIGATION  REFORM  ACT OF 1995, SECTION 21E  OF  THE  SECURITIES
EXCHANGE  ACT  OF  1934,  AS AMENDED,  AND  SECTION  27A  OF  THE
SECURITIES  ACT OF 1933, AS AMENDED, AND IS SUBJECT TO  THE  SAFE
HARBORS   CREATED   BY  THOSE  SECTIONS.   THESE  FORWARD-LOOKING
STATEMENTS  REFLECT MANAGEMENT'S CURRENT VIEWS  WITH  RESPECT  TO
FUTURE  EVENTS  AND  FINANCIAL PERFORMANCE.  ACTUAL  RESULTS  MAY
DIFFER  MATERIALLY  FROM THOSE DESCRIBED IN  THE  FORWARD-LOOKING
STATEMENTS,  AND  WILL  BE AFFECTED BY A  VARIETY  OF  RISKS  AND
FACTORS.  THESE STATEMENTS ARE SUBJECT TO MANY UNCERTAINTIES  AND
RISKS,  AND  SHOULD  NOT  BE CONSIDERED GUARANTEES  OF  FINANCIAL
PERFORMANCE.  READERS SHOULD REVIEW CAREFULLY OTEF II's FINANCIAL
STATEMENTS  AND  THE  NOTES THERETO,  AS  WELL  AS  RISK  FACTORS
DESCRIBED  IN THE SEC FILINGS.  OTEF II DISCLAIMS ANY  OBLIGATION
TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO THESE FORWARD-
LOOKING  STATEMENTS  WHICH  MAY BE  MADE  TO  REFLECT  EVENTS  OR
CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE FILING OF THE FORM 10 Q
WITH THE SEC OR OTHERWISE TO REVISE OR UPDATE ANY ORAL OR WRITTEN
FORWARD-LOOKING STATEMENT THAT MAY BE MADE FROM TIME TO  TIME  BY
OR ON BEHALF OF OTEF II.


<PAGE> 11

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
-------------------------------------------------------------------------
Balance Sheets (in thousands, except per BAC and SQB amounts)
(Unaudited)
-------------------------------------------------------------------------
<CAPTION>
                                               June 30,
                                                 2000       December 31,
                                             (Unaudited)        1999
--------------------------------------------------------------------------
<S>                                            <C>             <C>
Assets
Investments:
 Tax-exempt securities                         $210,165        $208,216
 Tax-exempt securities held in trust             76,506          76,765
 Taxable securities                              27,711          27,190
--------------------------------------------------------------------------
  Total Investments                            $314,382        $312,171
--------------------------------------------------------------------------
Cash and cash equivalents                         5,656           5,500
Other Assets                                      4,888           3,980
==========================================================================
Total Assets                                   $324,926        $321,651
==========================================================================
Liabilities and Partners' Capital
  Liabilities
    Financing debt                             $ 52,423        $ 52,614
    Distributions payable                         4,047           4,049
    Accounts payable and accrued expenses           339             571
--------------------------------------------------------------------------
  Total Liabilities                              56,809          57,234
--------------------------------------------------------------------------
Partners' Capital
  General Partners' Interests                    (2,151)         (2,189)
  Limited Partners' Interests:
    Beneficial Assignee Interests
      (7,499,875 interests issued and
      7,343,800 and 7,338,425 interests
      outstanding as of June 30, 2000 and
      December 31, 1999, respectively)          170,385         168,308
    SQB Interests (12,587 interests issued
      and 122 and 737 interests outstanding
      as of June 30, 2000 and December 31,
      1999, respectively)                            48             379
Accumulated other comprehensive income          100,123          97,966
Treasury shares                                    (288)            (47)
--------------------------------------------------------------------------
  Total Partners' Capital                       268,117         264,417
--------------------------------------------------------------------------
  Total Liabilities and Partners' Capital      $324,926        $321,651
==========================================================================

The accompanying notes are an integral part of these financial statements.

</TABLE>



<PAGE> 12

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
----------------------------------------------------------------------------
Statements of Income and Comprehensive Income (in thousands,
except per BAC amounts) (Unaudited)
----------------------------------------------------------------------------
<CAPTION>
                                         Three months       Six months
                                        ended June 30,     ended June 30,
                                       ----------------   -----------------
                                         2000     1999     2000      1999
-----------------------------------------------------------------------------
<S>                                    <C>      <C>      <C>       <C>
Revenues
 Interest on tax-exempt securities     $4,453   $4,719   $9,063    $9,592
 Interest on tax-exempt securities
   held in trust                        1,095      739    2,052     1,328
 Interest on taxable securities           617      406    1,228       672
 Other, primarily tax-exempt income        81      143      135       278
----------------------------------------------------------------------------
    Total Interest Earned               6,246    6,007   12,478    11,870
----------------------------------------------------------------------------
Finance interest expense                 (698)    (531)  (1,289)     (974)
----------------------------------------------------------------------------
Net Interest Margin                     5,548    5,476   11,189    10,896
----------------------------------------------------------------------------
Expenses
 Third party expenses                     284      285      568       608
 Related party expenses                   384      329      750       605
----------------------------------------------------------------------------
    Total Expenses                        668      614    1,318     1,213
----------------------------------------------------------------------------
Net income                             $4,880   $4,862   $9,871    $9,683
============================================================================
Other comprehensive income:
 Unrealized gains on investments       $  932   $  508   $2,159    $3,282
============================================================================
Comprehensive income                   $5,812   $5,370  $12,030   $12,965
============================================================================
Net income allocated to BAC holders    $4,796   $4,765   $9,692    $9,476
============================================================================
Net income per BAC                     $0.653   $0.650   $1.321    $1.294
============================================================================
Net income per BAC - assuming dilution $0.653   $0.648   $1.321    $1.290
============================================================================
Weighted Average BACs outstanding       7,344    7,336    7,336     7,324
============================================================================
Weighted Average BACs outstanding -
  assuming dilution                     7,345    7,351    7,337     7,346
============================================================================
Distribution per BAC                   $0.540   $0.520   $1.080    $1.030
============================================================================

The accompanying notes are an integral part of these financial statements.

</TABLE>



<PAGE> 13

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
--------------------------------------------------------------------------------
Statement of Partners' Capital (in thousands, except per BAC and SQB
amounts) (Unaudited)
--------------------------------------------------------------------------------
<CAPTION>
                                      Partners'
                                 Limited Interest
                               --------------------            Accumulated
                               Beneficial  Status                 Other
                     General   Assignee    Quo BAC   Treasury Comprehensive
                     Partners  Interests   Interests  Shares     Income   Total
--------------------------------------------------------------------------------
<S>                  <C>       <C>          <C>       <C>       <C>     <C>
Balance,
December 31, 1999    $(2,189)  $168,308     $379      $(47)     $97,966 $264,417
================================================================================
Comprehensive Income:

Net Income, including
  $0.668 per BAC and
   $(5.88) per SQB       100      4,896       (4)        0            0    4,992

Unrealized gains on
  investments              0          0        0         0        1,225    1,225
                        --------------------------------------------------------
Total comprehensive
  income                 100      4,896       (4)        0        1,225    6,217

Allocation of SQB
  Capital                  0         13      (13)        0            0        0

Purchase of Treasury
  Shares                   0          0        0      (241)           0    (241)

Distributions payable to
  Liquidity BAC
   Partners of $0.54     (81)    (3,957)       0         0            0  (4,038)
================================================================================
Balance,
March 31, 2000
(Unaudited)          $(2,170)  $169,260    $ 362     $(288)     $99,191 $266,355
================================================================================
Comprehensive Income:

Net Income (loss),
  including $0.649 per
   BAC and $(112.14)
    per SQB               97      4,796      (13)        0            0    4,880

Unrealized gains on
  investments              0          0        0         0          932      932
                         -------------------------------------------------------
Total comprehensive
  income                  97      4,796      (13)        0          932    5,812

Allocation of SQB
  Capital                  0        301     (301)        0            0        0

Distributions payable to
  Liquidity BAC
   Partners of $0.54     (78)    (3,972)       0         0            0  (4,050)
================================================================================
Balance,
June 30, 2000
(Unaudited)          $(2,151)  $170,385      $48     $(288)   $100,123  $268,117
================================================================================

The accompanying notes are an integral part of these financial statements.

</TABLE>




<PAGE> 14

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
----------------------------------------------------------------------------
Statements of Cash Flows (in thousands) (Unaudited)
----------------------------------------------------------------------------
<CAPTION>
                                                   Six months ended June 30,
                                                         2000        1999
----------------------------------------------------------------------------
<S>                                                     <C>         <C>
Operating Activities:
  Net income                                            $9,871      $9,683
  Adjustments to reconcile net income
    to net cash provided by operating activities:
  Changes in assets and liabilities:
  Interest receivable and other                            (75)        (21)
  Accounts payable and accrued expenses                   (232)         59
----------------------------------------------------------------------------
Net cash provided by operating activities                9,564       9,721
----------------------------------------------------------------------------
Investing Activities:
  Investment in new assets                                (521)    (14,324)
  Receipt of bond principal payments                       468           0
  Increase in other assets, net                           (835)     (1,183)
----------------------------------------------------------------------------
Net cash used in investing activities                     (888)    (15,507)
----------------------------------------------------------------------------
Financing activities:
  Increase in financing debt                                 0       5,000
  Purchase of treasury shares                             (241)          0
  Financing debt principal payments                       (191)          0
  Distributions paid                                    (8,088)     (7,653)
----------------------------------------------------------------------------
Net cash used in financing activities                   (8,520)     (2,653)
----------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents       156      (8,439)
Cash and cash equivalents, beginning of period           5,500      18,011
----------------------------------------------------------------------------
Cash and cash equivalents, end of period                $5,656      $9,572
============================================================================

The accompanying notes are an integral part of these financial statements.

</TABLE>


<PAGE> 15
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

Note 1.  Financial Statements

       The financial statements reflect all adjustments which, in
the  opinion of the Managing General Partner of Oxford Tax Exempt
Fund  II Limited Partnership ("Oxford Tax Exempt Fund II,"  "OTEF
II"  or  the  "Partnership"),  are necessary  to  present  fairly
OTEF II's financial position as of June 30, 2000 and December 31,
1999,  the Statements of Income and Comprehensive Income for  the
three-month and six-month periods ended June 30, 2000  and  1999,
the  Statement of Partners' Capital as of June 30, 2000, and  the
Statements of Cash Flows for the six-month periods ended June 30,
2000  and  1999,  and  the  notes  thereto,  in  accordance  with
generally   accepted  accounting  principles.   These  statements
should   be  read  in  conjunction  with  the  audited  financial
statements and notes included in the Partnership's Annual  Report
for  the year ended December 31, 1999.  Certain amounts have been
restated for comparative purposes.

Note 2.  General Business

       The Partnership was formed under the laws of the State  of
Maryland,  commenced  operations on March 1,  1995.   Oxford  Tax
Exempt  Fund  II  Corporation,  a Maryland  corporation,  is  the
Managing  General  Partner  of OTEF  II  (the  "Managing  General
Partner").   OTEF II Associates Limited Partnership,  a  Maryland
limited partnership, is the associate general partner of OTEF  II
(together  with  the  Managing  General  Partner,  the   "General
Partners").

       OTEF II is a publicly-traded partnership (AMEX: OTF)  that
invests  in  tax-exempt  bonds issued  to  finance  high  quality
apartment  and  senior living/health care communities,  with  the
objective   of   producing  increasing   income   and   quarterly
distributions  for  its  shareholders.  These  distributions  are
primarily exempt from federal income taxation.

       Original Refunding Bonds (Series A Bonds).  The term
of  each  Original Refunding Bond and, accordingly, each Mortgage
Loan  is 30 years following the date of refunding.  The Series  A
Bonds require interest only payments during the first three years
and,   thereafter,   are  subject  to  quarterly   sinking   fund
redemptions that will result in full amortization of the Series A
Bonds  during the 27-year remaining term beginning in the  fourth
bond year, calculated using an assumed interest rate of 5.6%  per
year.   While the total payments on the Original Refunding  Bonds
increase  each  year,  the portion of the payments  allocable  to
interest will decrease in the fourth year and increase each  year
thereafter.   Accordingly, it is anticipated that  OTEF  II  will
receive  aggregate  principal  payments  of  approximately   $1.4
million  in  2000.   Of this amount, approximately  41%  will  be
applied to reduce the financing debt reported by OTEF II  on  its
balance sheet, which was approximately $52.4 million at June  30,
2000.  Substantially all of the balance of the principal payments
will  reduce OTEF II's remaining investment in the related bonds.
While the interest earned on these bonds will decrease in 2000 by
approximately $0.19 per share, the total principal  and  interest
that is projected to be received by OTEF II with respect to these
bonds  for  2000  will  be  higher than the  amount  of  interest
received  on these bonds for 1999.  The interest rates  on  these
bonds will increase in 2001 and each year thereafter through  the
remaining term of the Original Refunding Bonds.

      Series A Bond Interest.  In the annual reset mode, Series A
Bond interest was set initially at closing of the refundings  and
is  reset  annually  thereafter at a market  rate  based  upon  a
percentage  of  the then prevailing one-year U.S.  Treasury  Bill
rate on the dates  indicated,  with  a  maximum  rate of 5.6% per
annum.    The  $54.153 million of Series A Bonds retained by OTEF
II were reset  to  the following annual interest rates:

<TABLE>

               --------------------------------------------------
               <CAPTION>
                                   Bond Amount      Interest
               Reset Dates       (in thousands)       Rate
               --------------------------------------------------
               <S>                   <C>              <C>
               November 1, 1999      $  7,010         4.88%
               December 1, 1999      $ 27,344         5.12%
               January  1, 2000      $ 11,126         5.37%
               March    1, 2000      $  8,673         5.54%
                                    ----------
                        Total        $ 54,153
</TABLE>

       The  interest  rates on the remaining $62.565  million  of
Series  A  Bonds involved in the financing transactions described
under  "Financing Transactions" below were converted from  annual
reset  to a weekly floating rate based on a spread over  the  BMA
index  at  the  time  such transactions were closed.   This  rate
averaged  4.03% for the 6 months ended June 30, 2000,  3.98%  for
the 6 months ended June 30, 1999, and 4.18% for the twelve months
of 1999.  Upon a remarketing, the Series A Bonds may be converted
to  a  different interest rate mode (fixed or floating)  and  the
interest  rates  may  be modified at that  time  to  reflect  the
prevailing  market  interest rates for  whatever  rate  mode  and
remaining term is then applicable.

<PAGE> 16
------------------------------------------------------------------
Notes to Financial Statements
------------------------------------------------------------------

   Taxable  Investments.  In the first quarter of 2000,  OTEF  II
made  additional  taxable  advances  of   $0.25  million,  $0.138
million  and  $0.05  million  to  River  Reach,  Summerwalk   and
Jacaranda borrower entities, respectively.  In the second quarter
of  2000,  OTEF  II  made additional taxable  advances  of  $0.29
million to Jacaranda.

Note 3.  Significant Accounting Policies
       Method of Accounting.  OTEF II's financial statements  are
prepared   in  accordance  with  generally  accepted   accounting
principles.

       Use of Estimates.  The preparation of financial statements
in  conformity  with  generally  accepted  accounting  principles
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure  of
contingent  assets and liabilities at the dates of the  financial
statements  and  the  reported amounts of revenues  and  expenses
during  the reporting periods.  Actual results could differ  from
those estimates.

       Income  Taxes.   No provision has been made  for  federal,
state,  or  local  income  taxes in the financial  statements  of
OTEF II since the Partners and OTEF II BAC Holders (collectively,
"OTEF II BAC Holders") are required to report on their individual
tax  returns  their  allocable share of  taxable  income,  gains,
losses, deductions, and credits of OTEF II.

       Comprehensive Income. Comprehensive income  includes  both
"Net  Income" and "Other Comprehensive Income".  OTEF  II's  only
source  of  "Other  Comprehensive  Income"  is  related  to   the
valuation  of  its  investments to fair value, which  results  in
unrealized  gains  or  losses previously  charged  to  an  equity
account under SFAS No. 115 "Accounting for Certain Investments in
Debt and Equity Securities".

       Investments.  As previously reported, on June 1, 1995, the
then Existing MRBs were transferred from OTEF to OTEF II at their
book  value of approximately $153 million.  The OTEF II  Managing
General Partner estimated at June 30, 2000 that the fair value of
the  Original  Refunding  Bonds  and  the  Remarketed  Bonds  was
approximately   $251   million   and,   accordingly,   unrealized
appreciation on these investments of $98 million is recorded as a
credit  to partners' capital.  The Series A Bonds, the Remarketed
Bonds  and  the  Other  Refunding  Bonds  are  valued  based   on
comparable municipal bond securities, and the Series B Bonds  and
the  taxable  loans  are valued based on a discounted  cash  flow
analysis.   For this purpose the applicable cash flows are  based
on  certain assumptions concerning the properties and the markets
in  which  they are located, including the timing and realization
of such cash flows.

       Investments  are  accounted for using  the  provisions  of
Statement  of Financial Accounting Standards No. 115  "Accounting
for Certain Investments in Debt and Equity Securities" ("SFAS No.
115").  Under this method the investments are reflected at  their
current estimated fair value, with cumulative unrealized gains or
losses being credited or charged to Other Comprehensive Income in
partners'  capital.   In the event of a sale  of  a  bond,  these
unrealized gains or losses would be realized and would impact the
Statement of Income in the period the sale occurred.

       Accounting  for  earnings per share.  Basic  earnings  per
share,  a  measure required by Statement of Financial  Accounting
Standards  No.  128,  "Earnings  Per  Share,"  does  not  include
incentive  BAC  options  as  common share  equivalents.   Diluted
earnings  per  share reflects the potential dilution  that  could
occur  if such options were exercised or resulted in the issuance
of  an  incremental amount of new shares based  on  the  Treasury
Method.   The  Treasury  Method assumes that  the  proceeds  from
exercise  of  the  options are used to  purchase  shares  at  the
average  market  price during the reporting  period,  which  were
$23.90  and  $24.47 for the six-months ended June  30,  2000  and
1999,   respectively.    Because  the  strike  price  of   $23.88
essentially  equaled the average share price for the  first  six-
months of 2000, the options were not dilutive.  All amounts  have
been  restated to reflect the 25-for-1 stock split effective July
1, 1997.


<PAGE> 17
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

       Net  Income and Distributions per BAC and SQB.  Net income
and  distributions  per BAC and net income and distributions  per
SQB  are based upon the weighted average number of BACs and  SQBs
outstanding  during the applicable period.  As  of  December  31,
1998  there  were  7,183,200  BACs and  6,946  SQBs  outstanding.
During  the first quarter of 1999, 5,190 SQBs were exchanged  for
129,750  BACs under the exchange program.  As of March  31,  1999
there  were  7,312,950  and  1,756  outstanding  BACs  and  SQBs,
respectively.  As of December 31, 1999, there were 7,338,425 BACs
and 737 SQBs outstanding.  In January 2000, an additional 25 SQBs
were  exchanged for 625 BACs and 10,000 BACs were repurchased  by
OTEF  II  for  approximately $0.24 million.  In  April  2000,  an
additional  590  SQBs were exchanged for 14,750 BACs.   BACs  and
SQBs  outstanding  at  June  30, 2000  were  7,343,800  and  122,
respectively.

      Statements of cash flows.  The statements of cash flows are
intended to reflect only cash receipts and cash payment activity.
The  statements  do not reflect investing and financing  activity
that affect recognized assets or liabilities and do not result in
cash  receipts or cash payments.  This non-cash activity consists
of distributions payable to Partners, SQB holders and OTEF II BAC
Holders of $4.0 million, at June 30, 2000 and December 31,  1999,
respectively.  Non-cash investing activity includes a  change  in
unrealized gain on investments of approximately $2.2 million  for
the  six-months  ended June 30, 2000 and $3.1 million,  for  year
ended December 31, 1999, respectively.

       Cash  and  cash  equivalents.  Cash and  cash  equivalents
consist of all demand deposits and tax-exempt money market  funds
stated  at  cost, which approximates market value, with  original
maturities of three months or less at date of purchase.

       Financing Transactions.  For financial statement purposes,
the securitization transactions described in Note 2 are accounted
for  as financing transactions.  The amount of the bonds financed
of approximately $77.0 million is reflected as Securities Held in
Trust,  the  net cash proceeds are classified as  cash  and  cash
equivalents  and the difference between the principal  amount  of
the  bonds  financed and the principal amount of the subordinated
interests acquired by OTEF II is classified as financing debt  on
the accompanying balance sheet.

       Costs  associated  with these financing  transactions  are
being  amortized over ten years for financial statement purposes,
and  costs  associated  with  the interest  rate  cap  are  being
amortized  over  the  life of each interest rate  cap  agreement.
These  deferred costs are included in other assets on the balance
sheet.   For federal income tax purposes, these transactions  are
treated as sales by OTEF II of the applicable Series A Bonds  and
a purchase of subordinated interests in the trusts.

       Accounting  for  SQBs.   On  February  8,  1999,  OTEF  II
distributed  to  SQB  holders an offering circular  describing  a
voluntary  offer to exchange 25 beneficial assignee  certificates
("BACs"),  which are publicly traded (AMEX: OTF),  for  each  SQB
(SQBs  are not publicly traded).  This offer terminated  on  July
31, 1999.  As of June 30, 2000, holders of 6,824 SQBs, or 98%  of
the amount of SQBs originally issued, had converted their SQBs to
BACs,  leaving  122  SQBs  outstanding.   These  remaining   SQBs
represent  less  than  one-tenth of  one  percent  of  the  total
outstanding equity interests of OTEF II.

      As previously reported, since substantially all of the SQBs
have  been  exchanged  for  BACs, the remaining  SQBs  have  been
allocated  increased shares of administrative  costs,  which  are
relatively  fixed costs and not dependent on the number  of  SQBs
outstanding.   Since the second quarter of 1999 such  costs  have
exceeded  allocable income reducing existing SQB  cash  reserves.
For  the  quarter ended December 31, 1999, these  costs  exceeded
income  allocable to SQBs resulting in a net loss  of  $7.84  per
SQB.   Accordingly, the February 15, 2000 distribution  was  paid
exclusively  from existing cash reserves allocable  to  remaining
SQB  holders.   As  of  March  31, 2000,  costs  exceeded  income
allocable  to SQBs resulting in a net loss of $5.88 per  SQB  for
the  first  quarter of 2000 and remaining SQB cash reserves  were
fully  utilized.   Accordingly, on March 16, 2000  the  Board  of
Directors  declared that no distribution would  be  paid  to  SQB
holders  for  the quarter ended March 31, 2000.  For the  quarter
ended  June  30,  2000, costs exceeded income allocable  to  SQBs
resulting  in  a net loss of $112.14 per SQB, and no distribution
was  paid  to  SQB  holders.  In the absence of  a  sale  of  any
remaining SQB assets, or a redemption by one or more borrowers of
the  bonds  in  which SQB holders have an ownership interest,  or
some  other  transaction of a capital nature, it  is  anticipated
that SQB holders will continue to realize net losses and the SQBs
will  no  longer  receive  quarterly distributions  payable  from
recurring operations.  Continued losses will cause a reduction in
the  SQB  capital accounts, which will reduce the amount  of  net
proceeds from any future capital transaction otherwise payable to
SQB holders.

<PAGE> 18
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

      For financial statement purposes, the SQBs are treated as a
separate  class of equity and, accordingly, net income  allocated
to  SQB holders, net income per SQB, and distribution per SQB are
reflected  separately  from  the  OTEF  II  BAC  Holders  on  the
Statement of Partners' Capital.  The SQBs were not split as  were
the  OTEF  II  BACs  on  July 1, 1997.   The  redeemed  SQBs  are
reflected  as  a reduction of Partners' Capital and  were  offset
against  the  SQB  Holders'  interests  when  redeemed.    Assets
associated  with  those SQB holders exchanging their  shares  for
BACs have been reclassified as BAC assets.

       The  SQB  Holders  do  not share in the  growth  or  other
benefits  expected to be achieved under the Liquidity and  Growth
Plan.  In addition, the SQBs are not allocated any capital losses
for  federal  income  tax  purposes  that  may  result  from  the
disposition  of the Refunding Bonds or interests therein  or  new
assets in connection with a financing undertaken pursuant to  the
Liquidity and Growth Plan.

Note 4.  Related Party Transactions

      The Oxford Affiliates.  The General Partner and each of the
affiliates discussed below are collectively referred  to  as  the
Oxford Affiliates in the accompanying financial statements.   The
General  Partners own interests in OTEF II that entitle  them  to
receive  a  share  of OTEF II's cash flow and possibly  of  sale,
refinancing  and  liquidation  proceeds.   Distributions  to  the
General Partners totaled approximately $0.08 million for each  of
the quarters ended June 30, 2000 and 1999.

      Interests in the Operating Partnerships.  Affiliates of the
Managing General Partner that are general and limited partners of
the  Operating  Partnerships have an interest  in  the  Operating
Partnerships that entitles them to receive a share  of  any  cash
flow  and  sale,  refinancing  and liquidation  proceeds  of  the
Operating  Partnerships.  Since inception, the original Operating
Partnerships have not been able to make any distributions of cash
flow  to  their respective partners.  In addition, in  connection
with the 1995 OTEF Restructuring Plan and after each Existing MRB
is  refunded, all cash flow from each such Operating  Partnership
that  is attributable to these interests will be pledged for  the
benefit of OTEF II.    Affiliates of the Managing General Partner
receive  fees from these partnerships and serve as their  general
partners,  which entitles them to a share of any  cash  flow  and
refinancing and liquidation proceeds from these partnerships.

       Compensation  and Fees.  ORFG provides various  management
services  relating  to  the  Existing  Mortgaged  Properties  and
OTEF  II's  investment  therein.   It  also  provides  additional
services  in connection with OTEF II's investment in New  Assets,
as  described  below.  These services fees (the "Existing  Fees")
are  operating  expenses of the Operating Partnerships  that  are
payable prior to the payment of interest on the Remarketed Bonds.

       ORFG generally receives a 1% acquisition fee from OTEF  II
for services rendered in connection with investment transactions.
No acquisition fees were paid in the first six-months of 2000.

       OTEF  II  also generally pays ORFG an annual 0.5% advisory
fee  for  managing OTEF II's new investments. The  advisory  fees
associated   with  the  acquisition  of  the  Dallas,  Carpenter,
Jacaranda  and  Summerwalk investments commenced  in  1998.   The
advisory  fees  associated with the acquisition of the  Lakeside,
River  Reach  and Conyers investments commenced in 1999.    Total
advisory fees incurred by OTEF II for the six-month periods ended
June  30,  2000  and  1999  were approximately  $0.30  and  $0.17
million, respectively.

      For the six month periods ended June 30, 2000 and 1999, the
Operating Partnerships, including the Carpenter Borrower and  the
Dallas  Borrower,  paid  ORFG  total  asset  management  fees  of
approximately $0.35 million and $0.36 million, respectively.  The
original Operating Partnerships also paid ORFG, in the aggregate,
approximately  $0.35 million of fees in June 30,  2000  and  1999
pursuant  to  the  OTEF  Restructuring Plan  Administration/Asset
Management  Fee  Agreement, which amount is equal  to  0.25%  per
annum of the principal amount of the bonds collateralized by  the
properties   owned   by   the  original  Operating   Partnerships
("Existing  Mortgaged Properties").  Oxford affiliates  may  also
receive other fees and expense reimbursements from entities other
than  OTEF  II  in connection with the acquisition, financing  or
refinancing,  operation, repair, replacement and  improvement  of
Mortgaged Properties.


<PAGE> 19
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

        Expense   Reimbursements.   OTEF  II  and  the  Operating
Partnerships also reimburse ORFG for certain expenses  it  incurs
in  providing  services with respect to the mortgaged  properties
and   the   administration   of   OTEF   II's   affairs.    Total
reimbursements  to the General Partners and their affiliates  for
the   six-month  periods  ended  June  30,  2000  and  1999  were
approximately  $0.44  million  and $0.41  million,  respectively,
representing  primarily  staff  rebillable  time.   The  Managing
General   Partner   anticipates  that  the  amount   of   expense
reimbursements  payable  by OTEF II will increase  in  accordance
with  the terms of OTEF II's partnership agreement due, in  part,
to  the  additional acquisition and financing activities relating
to  the  Liquidity and Growth Plan.  The portion of  the  expense
reimbursement  relating to salaries is determined  based  on  the
actual time the officers and employees devote to OTEF II.

      OTEF II's Incentive Option Plans.  On May 21, 1997, OTEF II
adopted  an  incentive  option plan (the "1997  Incentive  Option
Plan")  in order for the Managing General Partner to attract  and
retain  key  employees of ORFG and advisers.  The 1997  Incentive
Option  Plan  authorizes the granting to the directors,  officers
and  employees  of  the  Managing  General  Partner  and  certain
affiliates of options to purchase 652,125 OTEF II BACs (on a post-
split  basis),  representing  approximately  8.3%  of  the   then
outstanding OTEF II BACs on a fully diluted basis.  Such  options
are  exercisable for 10 years.  The Managing General Partner  has
awarded all of the OTEF II BACs authorized under the terms of the
1997 Incentive Option Plan.  Of the 652,125 options, 613,000 were
fully  vested upon issuance and 39,125 are vested equally over  3
years  commencing January 1, 1998.  The exercise  price  for  all
options  is  $23.88 per BAC, which approximated the  fair  market
value  at  the  date of grant.  Since the exercise price  of  the
options  approximated the BAC market price at the date of  grant,
no compensation expense was recognized at that time in accordance
with  APB 25.  For the first six months ended June 30, 2000,  the
average market price of  $23.90 approximated the exercise  price.
Since  the  date  of  grant, no options have  been  exercised  or
forfeited.

       Guarantees  and Pledges.  In connection with the  Lakeside
North  and  Summerwalk  investments,  OTEF  II,  along  with  the
operating partnership that owns the applicable property, executed
a  guaranty  agreement relating to payment of issuer and  trustee
fees   and  expenses  (including  expenses  of  their  respective
counsel),   as  well  as  an  indemnity  agreement  relating   to
environmental  matters  pertaining  to  the  property.   OTEF  II
obtained Phase I environmental site assessment reports for  these
investments  which,  subject to the limitations  stated  therein,
conclude  generally  that  no  adverse  environmental  conditions
requiring  remediation  exist at either site.   Accordingly,  the
Managing  General  Partner believes that OTEF II  does  not  have
material   financial   exposure  under  these   agreements.    In
connection  with  the  Carpenter  bond  securitization,  OTEF  II
pledged  the  $10.3  million of Dallas bonds as  collateral.   In
connection with the River Reach investment transaction,  OTEF  II
executed  a standby reimbursement agreement with a Merrill  Lynch
affiliate which effectively guarantees approximately $24  million
obligations  of  the Naples Borrower to Banco  Santander  Central
Hispano,  S.A.   This reimbursement agreement  was  scheduled  to
expire  on  June  9, 2000.   On May 11, 2000, this  reimbursement
agreement was extended to December 11, 2000.  OTEF II may execute
similar agreements in connection with new investments made  after
the date of this report.


<PAGE> 20
-----------------------------------------------------------------
Instructions for Investors who wish to reregister or transfer
OTEF II BACs or SQBs
-----------------------------------------------------------------

On   July  22,  1997,  the American Stock Exchange began  trading
OTEF  II  BACs under the ticker symbol, OTF.       Please  follow
the instructions below to expedite the reregistration or transfer
of  ownership of any OTEF II BACs or Status Quo BACs ("SQB") that
you may own.

  IF YOU DO NOT HOLD CERTIFICATES

  Your  shares are being held by your brokerage firm  in  "street
  name".  To register a change of ownership of OTEF II BACs  held
  in  such  accounts, please have your account representative  or
  financial  consultant request the necessary transfer documents.
  YOU   MUST  HAVE  THE  PROPER  TRANSFER  DOCUMENTS  FROM   YOUR
  BROKERAGE  FIRM.   Additionally, please  contact  your  account
  representative or  financial consultant for address changes.


  IF YOU HOLD CERTIFICATES

  Effective  July  1,  1997,  OTEF  II  appointed  Registrar  and
  Transfer  Company  ("R&T") as the sole registrar  and  transfer
  agent with respect to the OTEF II BACs and SQBs.

  All  notices, claims, certificates, requests, demands and other
  communications relating to transfers of OTEF II BACs  and  SQBs
  should be sent to:

                    Registrar and Transfer Company
                    Attn:  William Tatler, Vice President
                    Stock Transfer Department
                    10 Commerce Drive
                    Cranford, NJ  07016

  All  phone calls relating to such transfers should be  directed
  to:

                    Registrar and Transfer Company
                    Stock Transfer Department
                    1-800-368-5948

  GENERAL INFORMATION

  All  general  inquiries relating to OTEF II should be  directed
  to OTEF II Investor Services at 1-888-321-OTEF.

  The  Quarterly Report on Form 10-Q for the quarter  ended  June
  30,  2000,  filed with the Securities and Exchange  Commission,
  is  available  to  SQB  and OTEF II  BAC  Holders  and  may  be
  obtained by writing:


                        Investor Services
          Oxford Tax Exempt Fund II Limited Partnership
                7200 Wisconsin Avenue, 11th Floor
                    Bethesda, Maryland  20814
                         1-888-321-OTEF




             ALSO VISIT OUR WEB SITE AT WWW.OTEF.COM