<PAGE> 1
=================================================================
                          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 September 30, 1997

                               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:
Beneficial Assignee Interests

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  September  30,  1997,  the following  classes  of  beneficial
assignee   interests  of  Oxford  Tax  Exempt  Fund  II   Limited
Partnership were outstanding:  (i) 7,185,200 beneficial  assignee
interests   ("BACs")   with   an  aggregate   market   value   of
$189,060,575, and (ii) 7,103 Status Quo BACs ("SQBs").

Index to Exhibits is found on page 3.
=================================================================
<PAGE> 2
          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 13 through 16  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 nine-month period ended September 30, 1997  is
incorporated herein by reference to sequentially numbered pages 6
through 12 entitled "Report of Management" included in OTEF  II's
Quarterly Report (Unaudited).

                    PART II-OTHER INFORMATION

Item 1.  Legal Proceedings.
  Information  responsive  to this Item regarding putative  class
and  derivative  lawsuits is contained in  Note  8  to  Financial
Statements of the Form 10-K for the year ended December 31,  1996
filed by OTEF II.

Item 2.  Changes in Securities.
  Information  responsive  to  this  Item  regarding  changes  in
securities  is  contained  in  Item  2 of the Form 10-Q/A for the
quarter ended March 31, 1997, filed by OTEF II.

Item 3. Defaults Upon Senior Securities.
  None.

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

Item 5. Other Information.
  Form  8-A/A  was  filed  with  the  SEC  on  July 21, 1997, for
registration of certain classes of securities pursuant to Section
12(b) of the Securities Exchange Act of 1934.

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.
      Form  8-K  dated  July 1,  1997  was  filed with the SEC on  
      July 3,  1997, disclosing information pertaining to the new 
      registrar  and  transfer  agent, listing of OTEF II BACs on 
      the American Stock Exchange,  25-for-1 split of the OTEF II 
      BACs, and  new  investor services telephone number.

   No other items were applicable.
<PAGE> 3

          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 September 30, 1997, follows on
   sequentially numbered pages 5 through 22 of this report.

(27) Financial Data Schedule.










































<PAGE> 4
                                
          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: 11/14/97   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: 11/14/97    By:  /S/ Francis P. Lavin
      --------         ------------------------------------------
                       Francis P. Lavin         
                       Director and President


Date: 11/14/97    By:  /S/ Robert B. Downing
      --------         ------------------------------------------
                       Robert B. Downing
                       Director and Executive Vice President






                                











<PAGE> 5








          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                        Quarterly Report
                           (Unaudited)

                       September 30, 1997


























     CONTENTS

     Report of Management
     Balance Sheets
     Statements of 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









<PAGE> 6
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Report of Management
-----------------------------------------------------------------

    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  September  30,  1997, and its results of operations  for  the
three and nine month periods ended and cash flows as of September
30,  1997.  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 September 30,  1997.   The
Managing  General Partner declared, on September 18, 1997,  a  4%
increase  in the quarterly distribution for holders of record  as
of  September 30, 1997, which will be paid on November 14,  1997.
The increase in the distribution, which was the first increase in
nine  consecutive  quarters,  is  consistent  with  the  increase
discussed  in the previously issued Information Memorandum.   The
amount  of this quarterly distribution is $0.495 per BAC for  the
Liquidity  BAC holders, up from $0.476 the previous quarter,  and
$12.38  per  Status  Quo BAC (SQB) holders, up  from  $11.90  the
previous quarter.

   A final distribution of $4.13 per SQB will be made on November
14,  1997  to those holders whose SQBs were redeemed on July  31,
1997.  This represents a prorated amount of the distribution that
was  declared for the SQB holders for the quarter ended September
30, 1997, payable on November 14, 1997.

    Status  Quo  BACs.  Approximately 4.2% of  the  OTEF  II  BAC
Holders  made a timely election to convert their OTEF II BACs  to
SQBs.   Effective  April  1,  1997,  OTEF  II  issued  the  SQBs,
representing  12,587 shares, in uncertificated, book-entry  form.
Under  the  Optional  Sale Plan described in prior  reports,  the
original SQB Holders had the option to elect to tender all  or  a
portion  of their SQBs for purchase or redemption by OTEF  II  by
June  20, 1997.  Effective July 31, 1997, OTEF II redeemed  5,484
SQBs for approximately $2.96 million.

    OTEF  II BAC Split.  In anticipation of listing the  OTEF  II
BACs  with  a national securities exchange, the Managing  General
Partner  of OTEF II declared a 25-for-1 split of the BACs  as  of
July 1, 1997 for  Liquidity BAC Holders of record as of June  30,
1997.   This split of the outstanding OTEF II BACs was to  divide
or   "split"   the   outstanding  OTEF  II  BACs   into   smaller
denominations to enhance trading in, and liquidity of,  the  OTEF
II  BACs  and  encourage  a  broader  range  of  investors.   For
comparative financial statement purposes, prior periods have been
restated to reflect this 25 to 1 split.  No split was effectuated
for the SQBs.




<PAGE> 7
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Report of Management
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    Stock Exchange Listing.  On July 22, 1997, the American Stock
Exchange  began  trading  OTEF II BACs.   New  certificates  were
issued  by OTEF II's registrar and transfer agent to all OTEF  II
Liquidity  BAC  Holders whose OTEF II BACs were  not  held  by  a
brokerage  firm in street name for the benefit of  such  holders.
The  SQBs  were not listed for trading, and will continue  to  be
reflected on OTEF II's books and records in uncertificated, book-
entry form.

   Refunding and Financing.  Prior to January 1, 1997, ten of the
fifteen  existing mortgage revenue bonds ("Existing  MRBs")  were
refunded.  Through September 30, 1997 two more Existing MRBs were
refunded  for  a  total of twelve MRBs refunded  or  88%  of  the
portfolio.  As a result of these refundings, the estimated  value
of  the  bonds  held by OTEF II, as shown on the  Balance  Sheet,
increased by approximately $8.7 million as of September 30, 1997,
compared to December 31, 1996.

    The  Refunding Bonds currently held by OTEF II are structured
so  as  to  consist  of  senior  bonds  ("Series  A  Bonds")  and
subordinated  bonds ("Series B Bonds").  This senior/subordinated
structure  will  permit  OTEF  II  to  undertake  one   or   more
financings,  pursuant to which it will sell all or a  portion  of
the  Series A Bonds, or interests therein, that are allocable  to
the OTEF II BACs ("Liquidity Assets"), or issue debt that may  be
secured  by  such assets, new assets or both.  The  net  proceeds
from  these  financings  will  be  invested  in  new  assets,  as
discussed below.  OTEF II will retain the related Series B  Bonds
for  the  benefit of the Liquidity BAC Holders, and  will  retain
both  the  senior  Series A Bonds and the subordinated  Series  B
Bonds,  or interests therein, allocable to the SQBs ("Status  Quo
Assets") for the benefit of the SQB Holders.
  
   Investment in New Assets. The Managing General Partner intends
to  invest  primarily in additional tax exempt  mortgage  revenue
bonds and securities of other entities, which primarily hold tax-
exempt  mortgage  revenue bonds.  OTEF  II  also  may  invest  in
multifamily  real estate, senior living facilities or residential
health  care  facilities, or other direct  or  indirect  debt  or
equity interests in such real estate, some of which may give rise
to   taxable  income  (all  of  the  foregoing  are  referred  to
collectively as "New Assets").

    OTEF  II  generally will acquire additional mortgage  revenue
bonds  and  taxable  bonds  that are not  rated  by  any  of  the
nationally  recognized rating agencies (such as Moody's  Investor
Services, Inc. or Standard & Poor's Ratings Group) and  that  are
not credit-enhanced at the time of acquisition, although OTEF  II
may  seek  to have all or a portion of such bonds credit-enhanced
or  rated at a future date.  It also is expected that OTEF II may
invest in bonds, including bonds that may be secured by bonds  or
mortgages that are subordinated to senior bonds or mortgages held
by  third parties, on terms that may permit it, in some cases, to
participate (either through stepped interest rates or  otherwise)

<PAGE> 8
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Report of Management
-----------------------------------------------------------------

in  the  future  growth and increase in value of  the  properties
financed by such bonds.  No New Assets have yet been acquired  by
OTEF  II, other than in connection with the financing transaction
described below.

    Liquidity & Growth Plan Financing Transaction. On August  22,
1997  OTEF II closed the first of a series of  transactions  that
will  enable  it to acquire additional assets in accordance  with
the Liquidity and Growth Plan.  OTEF II securitized approximately
$39  million of Series A Bonds collateralized by four properties.
OTEF  II retained all of its interest in the corresponding Series
B  Bonds.  In addition, OTEF II applied approximately $12 million
of the proceeds to the purchase of a subordinated interest in the
securitization transaction.  It is anticipated that a substantial
portion  of  the  net  proceeds to OTEF II of  approximately  $27
million  cash will be invested in New Assets in the near  future.
These  funds are temporarily invested  in liquid tax-exempt money
market  securities which earned interest ranging from  2.9  %  to
4.05% during the period. OTEF II also retained certain rights  to
reacquire the securitized assets.

    In  connection with this transaction, OTEF II  converted  the
interest  rate mode on these four Series A Bonds from  an  annual
reset  to  weekly floaters. OTEF II also purchased  a  three-year
interest  rate  cap  on  a notional amount of  approximately  $27
million  to  minimize  the effects of interest  rate  volatility.
Under  this  arrangement, if the average  short-term,  tax-exempt
interest  rates for any month during the term of the cap increase
above  a  specified level (6%), 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.

     For  financial  statement  purposes,  this  transaction   is
accounted  for as a financing transaction and, accordingly,   the
amount of the Series A Bonds financed of $39 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 Series A Bonds financed and the principal
amount   of  the  subordinated  interest  acquired  by  OTEF   is
classified as financing debt.  The financing debt bears  interest
at  the  Public Securities Association weekly floating bond  rate
("PSA")  plus approximately 80 to 85 basis points which  averaged
4.46% from the date of closing through September 30, 1997.  Costs
associated  with  this financing transaction are being  amortized
over  10  years  for  financial  statement  purposes,  and  costs
associated  with the interest rate cap are being  amortized  over
the  life of the interest rate agreement, which is 3 years.   For
federal income tax purposes, this transaction will be treated  as
a  sale  by OTEF II of the Series A Bonds and a purchase  of  the
subordinated interests, which is expected to result  in  a  small
capital loss.




<PAGE> 9
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Report of Management
-----------------------------------------------------------------

Liquidity and Capital Resources

    Current  Position.   OTEF  II uses  the  interest  income  it
receives  from  the  Refunding Bonds,  Existing  MRBs,  and  cash
reserves  to  make  periodic cash distributions  to  its  General
Partners, OTEF II BAC Holders and SQB Holders, pay administrative
expenses and fund reserves, as well as the costs associated  with
the  implementation  of  the 1995 OTEF  Restructuring  Plan,  and
acquire  New Assets.  Except as discussed below and as  otherwise
required  in connection with the implementation of the 1995  OTEF
Restructuring  Plan,   OTEF  II has no  commitments  for  capital
expenditures.

    As  of  September  30, 1997, OTEF II held  approximately  $36
million  in  cash  and  cash equivalents,  an  increase  of   $24
million, or approximately 200%, from the $12 million in cash  and
cash equivalents held as of December 31, 1996.  This increase  in
OTEF  II's cash and cash equivalents was primarily the result  of
the  $27  million  of net proceeds generated from  the  financing
transaction  described above which are being held for  investment
by  OTEF  II in accordance with the Liquidity and  Growth   Plan.
This  increase   was   partially  offset  by  approximately $2.96
million  paid  by OTEF II on July 31, 1997 to redeem  5,484  SQBs
pursuant to its obligation under the Optional Sale Plan discussed
above  and a $0.9 million advance to plaintiff's counsel made  in
connection   with  the  settlement  of  the  OTEF  II  litigation
described in the 1996 Annual Report.

    Total  liabilities  of OTEF II shown  on  the  balance  sheet
increased to approximately $34 million as of  September 30,  1997
from  $7  million  at  December  31,  1996.   This  increase   is
attributed to the financing transaction described above, and  the
4% increase in quarterly distributions made by OTEF II.

      Existing  MRBs.   As of September 30, 1997,  OTEF  II  held
Existing  MRBs  for  two of the Operating  Partnerships.   It  is
expected  that  the refunding of at least one  of  the  Operating
Partnership's Existing MRBs will close during the balance of 1997
or early 1998.

Refunding Bonds

    Series  A  Bonds.   The  term of  each  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.

    Series  A  Bond Interest and Principal.  The Series  A  Bonds
require pre-determined annual sinking fund redemptions based on a
27-year  amortization  schedule beginning  in  the  fourth  year,
calculated  with an assumed rate of interest of  5.6%  per  year.
Series  A  Bond  interest was set initially  at  closing  of  the
<PAGE> 10
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Report of Management
-----------------------------------------------------------------

refundings  and generally resets annually 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.  The  initial
interest rate on the Series A Bonds that have been issued to date
is  4.9%.  All required interest payments have been made  on  the
Refunding  Bonds, including accrued interest for  September  1997
that  was paid in October 1997. 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.  In connection  with
the financing described under "Recent Developments", the Managing
General  Partner elected to convert the interest rate payable  on
four  respective Series A Bonds to a floating rate in  accordance
with the terms of the Series A trust indentures.

    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.  The Combined Rates  of  the
Refunding Bonds for the next 10 years were included in the  Notes
to Financial Statements in the 1996 Annual Report.

  Other Sources.  In connection with the closing of the 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 September 30,
1997,  the aggregate amount of net excess cash flow held  in  the
Operating  Partnership escrows was approximately  $0.95  million,
including deposits from September's cash flow.

  Oxford Advances.  In September 1997, Oxford funded $0.1 million
to  Colonel I from the proceeds of the Treasury Strip Bond, which
has been discussed in previous reports, that it continues to hold
from  August 15, 1996.  At September 30, 1997, Oxford was holding
approximately  $1.1 million of such proceeds, plus  approximately
<PAGE> 11
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Report of Management
-----------------------------------------------------------------

$0.2  million in accrued interest, in an interest-bearing account
pending a determination as to which Operating Partnerships  these
funds should be allocated.  This allocation will be based on  the
individual  refunding  costs  and  reserve  requirements  of  the
Operating Partnerships. Since August 15, 1996, approximately $0.9
million  of  these  proceeds were advanced to  certain  Operating
Partnerships' based on their individual bond refunding costs  and
property improvement needs.

Results of Operations

   OTEF II's  Operations
    
    OTEF II Distributions.  Distributions to Partners will amount
to  approximately $3.7 million, or $0.495 per Liquidity  BAC  and
$12.38  per SQB holders of record as of September 30, 1997.   SQB
holders  that  were  redeemed on July 31, 1997,  will  receive  a
distribution which will amount to one-third of the quarterly  SQB
distribution.
    
    OTEF  II's  Three-Month Operations. For  financial  statement
purposes,  Net Income and Net Income per  OTEF II Liquidity  BACs
was  $4.0  million and $0.529, respectively, for the  three-month
period ended September 30, 1997, as compared to $4.2 million  and
$0.554,  respectively, for the three-month period ended September
30,  1996.  The decrease in NOI is the result of costs associated
with  the implementation of the Liquidity & Growth Plan that were
not incurred in the prior comparative period.
    
    OTEF  II's   Nine-Month Operations.  For financial  statement
purposes,  Net  Income and Net Income per OTEF II  Liquidity  BAC
were  $12.6  million and $1.651, respectively, for the nine-month
period ended September 30, 1997, as compared to $12.7 million and
$1.659,  respectively, for the nine-month period ended  September
30,  1996.  The decrease in NOI is the result of costs associated
with  the implementation of the Liquidity & Growth Plan that were
not incurred in the prior comparative period.

   Operating Partnership Operations.

    The  ability  of the Operating Partnerships to pay  scheduled
debt  service on the Refunding Bonds to OTEF II depends on  their
operating performance.  The operating performance of each of  the
Operating Partnerships depends primarily on occupancy and  rental
rates, the amount of rent actually collected and expenditures for
property improvements and operating expenses for their respective
Properties.  The occupancy and rental rates, in turn, depend on a
number  of factors, including the location of a Property  in  its
particular  community, local economic conditions and  changes  in
neighborhood  characteristics, demand for  similar  housing,  and
competition  from  existing and future housing complexes  in  the
vicinity of each Property.



<PAGE> 12
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Report of Management
-----------------------------------------------------------------

    The  Operating  Partnerships'  Three-Month  Operations.   The
Operating Partnerships reported an aggregate net operating income
before  property improvements of approximately $5.8  million  for
the three-month period ended September 30, 1997, representing  an
increase  of  approximately  $0.3  million,  or  5.7%,  over  the
aggregate  net  operating  income  before  property  improvements
reported for the same period in 1996. In addition, for the three-
month   period   ended  September  30,  1997,  overall   property
improvement   expenditures  were  approximately   $1.0   million,
representing an increase of approximately $0.2 million,  or  23%,
as compared to the same period in 1996.

     The  Operating  Partnerships'  Nine-Month  Operations.   The
Operating Partnerships reported an aggregate net operating income
before  property improvements of approximately $17.1 million  for
the  nine-month period ended September 30, 1997, representing  an
increase  of  approximately  $1.1  million,  or  6.6%,  over  the
aggregate  net  operating  income  before  property  improvements
reported for the same period in 1996.  In addition, for the nine-
month   period   ended  September  30,  1997,  overall   property
improvement   expenditures  were  approximately   $2.1   million,
representing an increase of approximately $0.4 million,  or  25%,
as compared to the same period in 1996.
































<PAGE> 13

Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------
Balance Sheets (in thousands)
-----------------------------------------------------------------
<CAPTION>
                           September 30, 1997   December 31, 1996
                               (Unaudited)                            
-----------------------------------------------------------------
<S>                                <C>                <C>
Assets                                                         
  Investments in Bonds             $185,420           $215,529    
  Securities held in Trust           38,820                  0     
  Cash and cash equivalents          36,000             12,072    
  Interest receivable and other       2,795              1,132     
-----------------------------------------------------------------  
      Total Assets                 $263,035           $228,733    
================================================================= 
Liabilities and Partners'Capital                                  
  Liabilities                                                    
    Accounts payable and                                         
      accrued expenses             $  3,024           $  3,321     
    Financing debt                   27,174                  0     
    Distributions payable             3,742              3,643      
-----------------------------------------------------------------  
      Total Liabilities              33,940              6,964    
-----------------------------------------------------------------  
Partners' Capital                                                
  General Partners' Interests        (2,362)            (2,393)   
  Limited Partners' Interests:                                    
    Beneficial Assignee Interests                                
    (7,499,875 <F1> interests issued                                     
    and 7,185,200 interests                                      
    outstanding as of                                            
    September 30, 1997)             156,373            161,665     
  Status Quo BAC Interests                                      
    (12,587 interests issued                                     
    as of April 1, 1997,                                         
    7,103 interests outstanding                                   
    as of September 30, 1997)         3,876                  0    
  Unrealized Gain on Investments     71,208             62,497    
-----------------------------------------------------------------  
      Total Partners' Capital       229,095            221,769    
----------------------------------------------------------------- 
      Total Liabilities and                                        
        Partners' Capital          $263,035           $228,733   
================================================================= 
<FN>
<F1> Prior periods Liquidity BAC interests have been restated to
     reflect the 25 for 1 split which occurred on July 1, 1997.
</FN>
                                
  The accompanying notes are an integral part of these financial
                           statements.

</TABLE>


<PAGE> 14

Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------
Statements of Income (in thousands, except per Interest amounts)
(Unaudited)
-----------------------------------------------------------------
<CAPTION>
                          Three months ended    Nine months ended
                             September 30,        September 30,
                          ------------------    -----------------
                              1997     1996       1997     1996
-----------------------------------------------------------------
<S>                         <C>      <C>        <C>      <C>
Revenues                                                        
  Interest on Bonds         $4,387   $4,684     $13,621  $13,879
  Interest on Securities                                          
    held in Trust              202        0         202        0 
  Other                        187       87         391      256
-----------------------------------------------------------------
      Total Revenues         4,776    4,771      14,214   14,135
----------------------------------------------------------------- 
Expenses                                                         
  Governance and                                                      
    administrative expenses   (188)    (534)       (889)  (1,435)
  Liquidity and growth                                            
    expenses                  (435)       0        (582)       0
  Interest expense            (139)       0        (139)       0
------------------------------------------------------------------  
      Total Expenses          (762)    (534)     (1,610)  (1,435)
------------------------------------------------------------------
Net income                  $4,014   $4,237     $12,604  $12,700
==================================================================
Net income per Liquidity                                          
  BAC <F1>                  $ .529   $ .554     $ 1.651  $ 1.659
==================================================================
Distribution per Liquidity                                        
  BAC <F1>                  $ .495   $ .476     $ 1.447  $ 1.428
==================================================================
<FN>                                                              
<F1> Prior  periods  Liquidity  BAC  interest  amounts have been
     restated to reflect the 25 for 1 stock split which occurred 
     on July 1, 1997 and amounts presented are  after allocation 
     of  net  income  to  General  Partners  and  Status Quo BAC
     holders. (See Note 3 for the SQB Statement of Income).
</FN>                                
   
    The accompanying notes are an integral part of these financial
                           statements.

</TABLE>








<PAGE> 15

Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------------------
Statement of Partners' Capital (in thousands)
----------------------------------------------------------------------------- 
<CAPTION>
                                       Limited Partners'
                                          Interests
                                     --------------------
                                     Beneficial Status   Unrealized 
                            General   Assignee  Quo BAC    Gain on 
                            Partners Interests Interests Investments  Total
-----------------------------------------------------------------------------
<S>                         <C>       <C>         <C>      <C>      <C>
Balance, December 31, 1996  $(2,393)  $161,665    $    0   $62,497  $221,769
-----------------------------------------------------------------------------
Net Income                       85      4,181         0         0     4,266
Distributions payable to                                                     
  Partners                      (73)    (3,570)        0         0    (3,643)
Unrealized Gain on                                                           
  Investments                     0          0         0     2,387     2,387
-----------------------------------------------------------------------------
Balance, March 31, 1997     $(2,381)  $162,276    $    0   $64,884  $224,779
(Unaudited)                                                                  
-----------------------------------------------------------------------------
Allocation of Status Quo                                                     
  BAC ("SQB") Capital             0     (6,809)    6,809         0        0
Net Income, including                                                        
  $.565 per Liquidity BAC                                                    
  and $14.54 per SQB             86      4,055       183         0     4,324
Distributions payable to                                                     
  Partners, including $.476                                                  
  per Liquidity BAC and                                                      
  $11.90 per SQB                (73)    (3,420)     (150)        0    (3,643)
Unrealized Gain on                                                            
  Investments                     0          0         0     2,996     2,996
-----------------------------------------------------------------------------
Balance, June 30, 1997      $(2,368)  $156,102    $6,842   $67,880  $228,456
(Unaudited)                                                                   
-----------------------------------------------------------------------------
SQB Redemption                    0         26    (2,987)        0    (2,961)
Net Income, including $.529                                                  
 per Liquidity BAC and                                                       
  $14.78 per SQB                 80      3,802       132         0     4,014
Distributions payable to                                                     
  Partners including $.495                                                    
  per Liquidity BAC and                                                      
  $12.38 per SQB                (74)    (3,557)     (111)        0    (3,742)
Unrealized Gain on                                                             
  Investments                     0          0         0     3,328     3,328 
-----------------------------------------------------------------------------
Balance, September 30, 1997 $(2,362)  $156,373    $3,876   $71,208  $229,095
(Unaudited)                                                                  
=============================================================================
 The accompanying notes are an integral part of these financial
                           statements.

</TABLE>
<PAGE> 16

Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------
Statements of Cash Flows  (in thousands)
(Unaudited)
-----------------------------------------------------------------
<CAPTION>
                                           Nine months ended
                                              September 30,
                                        ------------------------
                                             1997       1996
-----------------------------------------------------------------
<S>                                        <C>         <C>
Operating Activities                                             
  Net income                               $12,604     $12,700
  Adjustments to reconcile net                                  
    income to net cash provided                                  
    by operating activities:                                     
  Changes in assets and liabilities:                            
    Interest receivable and other           (1,663)        307    
    Accounts payable and accrued expenses     (297)        243   
-----------------------------------------------------------------
Net cash provided by operating activities   10,644      13,250
-----------------------------------------------------------------
Investing Activities                                             
  Redemption of SQB interests               (2,961)          0
-----------------------------------------------------------------
Net cash used in investing activities       (2,961)          0       
-----------------------------------------------------------------
Financing activities                                            
  Net proceeds from debt refinancing        27,174           0
  Distributions paid                       (10,929)    (10,929)
-----------------------------------------------------------------
Net cash provided (used) by financing                            
  activities                                16,245     (10,929)
-----------------------------------------------------------------
Net increase in cash and cash equivalents   23,928       2,321
Cash and cash equivalents, beginning                             
  of period                                 12,072       9,698
-----------------------------------------------------------------
Cash and cash equivalents, end of period   $36,000     $12,019
=================================================================

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

</TABLE>











<PAGE> 17
-----------------------------------------------------------------
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 ("OTEF II" or the "Partnership"), are
necessary  to present fairly OTEF II's financial position  as  of
September  30,  1997  and December 31, 1996,  the  Statements  of
Income for the three- and nine-month periods ended September  30,
1997 and 1996, the Statement of Partners' Capital as of September
30,  1997,  and  the Statements of Cash Flows for the  nine-month
periods ended September 30, 1997 and 1996, 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, 1996.

    In  February  1997, the Financial Accounting Standards  Board
issued  a  Statement of Financial Accounting Standards  No.  128,
"Earnings Per Share", which will change the reporting of earnings
per  share  effective  in  the fourth  quarter  of  1997.   Basic
earnings per share, a measure required by the new standard,  will
not  include stock options as common stock equivalents.  The  new
standard  also requires a company to report diluted earnings  per
share.

Note 2.  Business

    The  Partnership was formed under the laws of  the  State  of
Maryland in February, 1995, in connection with a plan (the  "1995
OTEF  Restructuring Plan") to restructure Oxford Tax Exempt  Fund
Limited  Partnership,  a  Maryland limited   partnership  ("OTEF,
"Predecessor,"  or "OTEF II's predecessor").  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").

Note 3.  Significant Accounting Policies

    Method  of  Accounting.  OTEF II's financial  statements  are
prepared   in  accordance  with  generally  accepted   accounting
principles.    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 of OTEF II are required to report  on  their
<PAGE> 18
-----------------------------------------------------------------
Notes to Financial Statements
----------------------------------------------------------------- 

individual  tax returns their allocable share of taxable  income,
gains, losses, deductions, and credits of OTEF II.

   Valuation of Bonds.  The Managing General Partner estimated at
September  30, 1997 that the fair value of the 12  Series  A  and
Series B Bonds and the two Existing MRBs was approximately $224.2
million  and, accordingly, OTEF II recorded a credit to Partners'
Capital  in  an  amount equal to approximately $71.2  million  of
unrealized  gain on investments.  This represents an increase  of
approximately  $8.7  million  since  December  31,   1996.    The
Managing  General Partner determined these values using the  same
cash  flow methodology applied by a major investment banking firm
in connection with structuring advice rendered to OTEF II and its
predecessor  with  respect to the 1995 OTEF  Restructuring  Plan.
The  Series  A  Bonds  are  valued at  par  based  on  comparable
municipal bond securities, and all other bonds (the Existing MRBs
and  the  Series  B Bonds) 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.

    Net Income and Distributions per Beneficial Assignee Interest
(BAC)  and  SQB.  Net income and distributions per  BAC  and  net
income  and  distributions per Status Quo BAC ("SQB")  are  based
upon  the  weighted average number of BACs and  SQBs  outstanding
during  the applicable year. For the first quarter of 1997  there
were  7,499,875 BACs outstanding.  On April 1, 1997, 314,675 BACs
were  converted to 12,587 SQBs, leaving 7,185,200 Liquidity  BACs
outstanding  at  September 30, 1997.  Of the 12,587  SQBs  as  of
April  1,  1997,  5,484 were redeemed on July 31,  1997,  leaving
7,103 SQBs outstanding at September 30, 1997.

    Statements of cash flows.  The statements of cash  flows  are
intended  to reflect only cash receipts and cash payment activity
during  the  reporting  period.  The statements  do  not  reflect
investing and financing activity that affect recognized assets or
liabilities that do not result in cash receipts or cash  payments
during  such period, including distributions payable to Partners,
SQB  Holders,  and  OTEF  II BAC Holders of  approximately  $3.74
million at September 30, 1997 and $3.64 million at September  30,
1996.

    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.

   Accounting for Status Quo Interests.  The SQBs are designed to
replicate, to the extent possible, the economic interest that the
holders of the SQBs (the "Status Quo BAC Holders") would have had
in  the  Existing MRBs, as refunded, if the partnership agreement
for  Oxford  Tax  Exempt Fund Limited Partnership ("OTEF"),  OTEF
II's  predecessor, had continued to govern and the Liquidity  and
Growth Plan was not implemented.
<PAGE> 19
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------
    Approximately 4.2% of the OTEF II BAC holders made  a  timely
election to  convert  their  OTEF  II  BACs  to  SQBs.  Effective 
April 1, 1997,  OTEF II  issued  the  SQBs,  representing  12,587 
shares,  in  uncertificated, book-entry form.  Effective July 31,  
1997, OTEF  II  redeemed  5,484  SQBs  for  approximately   $2.96 
million. The redeemed SQB Holders will receive a prorated  amount 
of  the  distribution  that  was declared  for the quarter  ended  
September 30, 1997, payable on November 14, 1997.

    For  financial statement purposes, the SQBs are treated as  a
separate class of security 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 on August 1,1997.

    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 will not be 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.  A schedule of SQB income as of September  30,
1997  is as follows:
<TABLE>
-----------------------------------------------------------------
STATEMENT OF STATUS QUO BAC INCOME (in thousands, except per 
interest amounts) (Unaudited)
----------------------------------------------------------------- 
<CAPTION>                             Three Months    Six Months
                                         Ended        Ended <F1>
                                      --------------------------
                                           September 30, 1997 
-----------------------------------------------------------------
<S>                                       <C>         <C>
Revenues                                                   
  Interest on Bonds                       $  134      $  325
  Other Interest                               3           7
-----------------------------------------------------------------
                                          $  137      $  332
Expenses                                                    
  Governance and                                            
  Administration                              (5)        (17)
-----------------------------------------------------------------     
Net income allocated to SQB holders       $  132      $  315        
=================================================================
Net income per SQB interest               $14.78      $29.28       
=================================================================    
Distribution per SQB interest             $12.38      $24.28        
=================================================================
<FN>
<F1> Status Quo BACs were issued on April 1, 1997.
</FN>
</TABLE>
<PAGE> 20
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

Note 4.  Related Party Transactions

    Interests  in  OTEF II and the Operating  Partnerships.   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 $74,000 for September  30,
1997 and $73,000 for the same period in 1996.

    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 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  the Existing MRBs are refunded, all cash flow attributable
to  these  interests will be pledged for the benefit of  OTEF  II
relative to the repayment of the Refunding Bonds and all interest
thereon.

    Compensation  and  Fees.   For the nine-month  periods  ended
September  30,  1997  and 1996, the Operating  Partnerships  paid
total  property and asset management fees of approximately  $1.83
million and $1.76 million, respectively.  Of the $1.83 million of
property  and asset management fees, $1.36 million  was  paid  to
NHP,  Inc.  and  certain  affiliates  (collectively,  "NHP"),  as
compared  to  $1.31  million for the same period  in  1996.   The
remaining fees totaling approximately $0.47 million were paid  to
Oxford  Realty  Financial Group, Inc. ("ORFG"),  as  compared  to
$0.45 million for the same period in 1996.  During the nine-month
periods   ended  September  30,  1997  and  1996,  the  Operating
Partnerships also paid ORFG, in the aggregate, approximately $0.5
million   of  fees  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   Operating
Partnerships.

    ORFG  will  provide  additional services in  connection  with
OTEF  II's investment in new assets ("New Assets"). ORFG will  be
entitled  to  an acquisition fee of 1-2.5% of the purchase  price
(depending on the type of transaction) for finding, analyzing and
acquiring  New  Assets, which is payable on the  closing  of  any
transaction in which OTEF II acquires a New Asset.  OTEF II  also
will  pay  ORFG  an annual advisory fee equal  to  0.5%  of   the
purchase  price  for  managing OTEF II's New Assets  after  their
acquisition. OTEF II did not pay any acquisition or advisory fees
to ORFG during the quarter ended September 30, 1997.

    Expense Reimbursements.  The Operating Partnerships and  OTEF
II  also  reimburse  ORFG  for  certain  expenses  it  incurs  in
providing  services  with respect to (i) the  Existing  Mortgaged
Properties, (ii) the investment in New Assets, (iii) the sale  or
<PAGE> 21
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

disposition  of  the Refunding Bonds, and (iv) the administration
of  OTEF  II's  affairs.   Total reimbursements  to  the  General
Partners  and  their affiliates for the nine-month periods  ended
September  30,  1997 and 1996, were approximately  $0.33  million
($0.13  million  amount is in Liquidity &  Growth  expenses)  and
$0.09   million,  respectively.   Such  reimbursable  amount   is
determined  based on the actual time the officers  and  employees
devote to OTEF II based upon their respective salaries.

    Incentive Option Plan.  On May 21, 1997, OTEF II  adopted  an
incentive option plan (the "Incentive Option Plan") in order  for
the  Managing General Partner to attract and retain key employees
and  advisers.  The 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 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  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.  As of September  30,
1997,  assuming  the  fully  vested  options  were  exercised  on
September  30,  1997  at $26.31 per OTEF II  Liquidity  BAC,  the
compensation expense is approximately $1.5 million, which  amount
is  being  amortized over the life of the options  in  accordance
with  the Statement of Financial Accounts Standards No. 123.   As
of  September 30, 1997 approximately $37,500 has been charged  to
Liquidity and Growth expenses for such compensation expense.

Note 5.  Subsequent Events.

    On  November  14, 1997, the Managing General Partner  paid  a
$0.495  per  Liquidity  BAC and $12.38 per  SQB  distribution  to
holders  of record as of September 30, 1997.  The Status Quo  BAC
holders  whose  SQBs were redeemed on July 31, 1997,  received  a
distribution of $4.13 per SQB, which amounted to one-third of the
quarterly SQB distribution.
















<PAGE> 22
-----------------------------------------------------------------
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
  September  30,  1997,  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