<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 March 31, 1998

                            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  March  31, 1998, 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 ($26.75 per  share)  of
$192,204,100, and (ii) 6,991 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 10 through 13  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-month period ended March  31,  1998  is
incorporated herein by reference to sequentially numbered pages 6
through  9 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,  1997
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.
     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.
     
     None.

     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 March 31, 1998, follows on
   sequentially numbered pages 5 through 18 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: 5/15/98     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: 5/15/98     By:  /S/ Francis P. Lavin
      -------          ------------------------------------------
                       Francis P. Lavin
                       Director and President
                          
Date: 5/15/98     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)

                         March 31, 1998





















     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  March 31, 1998, 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  March  31,  1998.   The
Managing   General  Partner  declared,  on  March  18,   1998   a
distribution for the quarter ended March 31, 1998 in  the  amount
of  $0.495 per BAC for the Liquidity BAC holders, and $12.38  per
Status Quo BAC (SQB) holders.  These amounts are the same as have
been paid for the last two quarters.

    Investment in New Assets.   On March 10, 1998, OTEF II and an
affiliate   executed  definitive  agreements  for  an  investment
transaction  ("Jacaranda Transaction") involving the  acquisition
by  OTEF  II of approximately $7 million of debt secured by  real
estate  simultaneously acquired by such affiliate  from  a  third
party.  This transaction closed on April 30, 1998.  In connection
with   this  transaction,  Jacaranda-Oxford  Limited  Partnership
("Borrower"),  a  Maryland  limited  partnership,   purchased
Harbour  Town of Jacaranda, a 280-unit garden apartment community
located  in  Plantation,  Broward  County,  Florida.   The  total
purchase  price  paid  by  the Borrower was approximately  $18.75
million.  The property is financed with $11.8 million of  senior,
tax-exempt  bonds  that bear interest at a weekly  floating  rate
based  on  a  spread  over the applicable short-term,  tax-exempt
securities  index.   The  senior bonds are  secured  by  a  first
mortgage on the property and are currently held by third parties.
OTEF II may purchase these senior bonds at a future date.

    At  closing, OTEF II purchased from an unrelated third  party
$4.2  million of subordinated, tax-exempt bonds, which  currently
bear an annual fixed rate of interest of 6.25% and are secured by
a subordinated mortgage on the property.  It is expected that the
interest rate on the subordinated, tax-exempt bonds held by  OTEF
II will be increased to approximately 13% later this year.

    At  closing, OTEF II purchased a certificate from  a  grantor
trust,  which  represents  all of the economic  interest  of  the
trust.   The  trust made a taxable loan to the  Borrower  in  the
amount of approximately $3.1 million bearing an annual fixed rate
of  interest of 12%, with the option to make additional  advances
in the future.   This  loan  was  used by the Borrower to fund  a
portion  of  the  purchase price for the  property,  as  well  as
various costs, expenses, capital improvements and reserves.  This
loan   is  secured   by   a   subordinated   mortgage   on    the
property.   The terms of this loan are anticipated to  result  in
substantially  all of the property's current and expected  future
increases  in cash flow, remaining after payment of debt  service
on  the  senior and subordinated bonds, and property value  being
paid to OTEF II as interest on this loan.

    As  previously reported, at the end of 1997, OTEF II acquired
the  tax-exempt bonds secured by apartment communities  owned  by
Carpenter-Oxford   Associates  Limited  Partnership   ("Carpenter
Partnership")  and  Dallas-Oxford Associates Limited  Partnership
("Dallas  Partnership").  In connection  with  this  transaction,
OTEF II agreed to make taxable loans to these partnerships in the
aggregate  amount of approximately $1.6 million.  On  January  5,
1998,  OTEF II loaned an aggregate $0.9 million to the  Carpenter
Partnership  and the Dallas Partnership.  It is anticipated  that
the  additional  $0.7  million will be  loaned  at  the  time  of
refunding  or  restructuring  of the tax-exempt  bonds,  possibly
later   this   year.    The   weighted  average  combined  coupon 
rate on the Dallas  and  Carpenter   bonds  is  7.54%,  and   the
taxable  loan   rate   is   9.3%.   Due    to    the   discounted
purchase  price, the yield to OTEF II  is higher than  the stated
coupon rates on these bonds.

    Financing Transactions. On February 19, 1998, OTEF II  closed
an  additional securitization transaction involving $12.8 million
of  Series  A Bonds collateralized by one property, and  OTEF  II
purchased   a   subordinated  security   in   this   transaction.
Substantially  all of the net proceeds of this  transaction  were
used  by  OTEF  II in connection with the Jacaranda  Transaction.
The portion of the net proceeds from this transaction that is not
invested  in  new assets is temporarily invested in  liquid  tax-
exempt money market securities.

   Status Quo BACs. Effective April 1, 1997, OTEF II issued SQBs,
representing  12,587 shares, in uncertificated, book-entry  form.
During 1997, a total of 5,494 SQBs were redeemed for a cost of  $
3.0 million.  During the first quarter of 1998, an additional 102
SQBs  were  redeemed  at  $540  per  share,  leaving  6,991  SQBs
outstanding at March 31, 1998.

<PAGE> 7
-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

    The Information Memorandum states that, subject to receipt of
a  fairness  opinion  from  OTEF  II's  independent  real  estate
consultant, all outstanding SQBs will be purchased or redeemed by
OTEF  II  at  such time as the Managing General Partner  believes
that it would be in the best interests of OTEF II and the holders
of the non-tendered SQBs, but in no event later than December 31,
2003,  which  date  may be extended under certain  circumstances.
The purchase or redemption price will be the fair market value of
the Status Quo Assets at the time of purchase or redemption, less
the  costs  of sale.  The Managing General Partner has undertaken
an  analysis of whether such a purchase or redemption by OTEF  II
would be in the best interests of the SQB Holders and OTEF II  at
the  present time and, in connection therewith, is reviewing  all
ownership  attributes of the SQBs.  The Managing General  Partner
expects to complete its analysis later this year.

Liquidity and Capital Resources

    Current  Position.   OTEF  II uses  the  interest  income  it
receives  from  Refunding  Bonds,  Existing MRBs, New Assets  (as
defined   below),  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 and pay the costs
and  expenses relating to such acquisitions.  In connection  with
the  settlement  of  the OTEF II litigation  discussed  in  prior
reports,  OTEF  II  is  required  to  make  a  final  payment  to
plaintiff's  counsel in the approximate amount  of  $1.5  million
upon  the expiration of all appeal periods and dismissal  of  the
state  court action, provided that no further appeals are  filed.
Assuming  these conditions are met, it is anticipated  that  this
payment will be made in June of 1998.

    As  of March 31, 1998, OTEF II held approximately $21 million
in  cash  and  cash equivalents, an increase of  $9  million,  or
approximately  76%,  from  the  $12  million  in  cash  and  cash
equivalents  held  as  of December 31, 1997.   This  increase  in
OTEF  II's cash and cash equivalents was primarily the result  of
the  $9  million of net proceeds generated from the first quarter
of 1998 financing transaction described above.  Primarily, due to 
this financing, total  liabilities  of OTEF  II   shown  on   the
balance sheet  increased  by  $10  million  to  approximately $44
million as of March 31, 1998 from  $34   million  at  December 31,
1997.

    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").  See "Recent  Developments"  for
additional information regarding 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)
in  the  future  growth and increase in value of  the  properties
financed by such bonds.

    Refunding Bonds.  As of March 31, 1998, twelve of the fifteen
existing  mortgage  revenue  bonds ("Existing  MRBs")  have  been
refunded,  representing 88% of the combined face amounts  of  the
Existing MRBs and Refunding Bonds portfolio.

    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  has  permitted  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.

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

    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.
In the current rate mode, Series A Bond interest is set initially
at closing of the refundings and 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. The initial interest rate on the  Series  A Bonds that 
have been issued to date was  4.9%.  The  interest  rate  on  the 
Series A Bonds retained by OTEF  II  were  reset  to 4.8%, 4.85%,
4.9% or 4.95% depending on the annual reset  date.  The  interest  
rate on the Series A Bonds involved in the financing transactions 
described above in this report was converted from annual reset to
a weekly floating rate based on a spread over the PSA index. 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.  The 1998 weighted  average
Combined Rate for the 12 Refunding Bonds is 6.62%.  See Note 7 to
the  1997 Annual Report for a schedule of Combined Rates  of  the
Refunding Bonds over the next ten years.

  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 March 31, 1998,  the
aggregate  amount of net excess cash flow held in  the  Operating
Partnership  escrows was approximately $1.6 million, compared  to
$1.1  million at the end of 1997.  As discussed in prior reports,
in  connection with the closing of the Oxford/NHP transaction  in
1993,  Oxford  committed  certain proceeds  of  such  closing  to
satisfy   certain  obligations  it  had  to  the  OTEF  Operating
Partnerships.   Of this commitment, $1.3 million  remains  as  of
March  31,  1998.  The Managing General Partner anticipates  that
the  remaining  balance  will be advanced  to  certain  Operating
Partnerships to help defray the costs of refunding the  remaining
Existing MRBs, increase property improvement reserves and  create
operating  reserves, as deemed necessary by the Managing  General
Partner.

    Financing Transactions.  On August 22, 1997, OTEF  II  closed
the  first  of  a series of transactions that has enabled  it  to
acquire  New 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 security in this transaction. OTEF  II
also retained certain rights to reacquire the securitized assets.
On February 19, 1998, OTEF II closed an additional securitization
transaction   involving  $12.8  million   of   Series   A   Bonds
collateralized  by  one  property,  and  OTEF  II   purchased   a
subordinated security in  that securitization   transaction.  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.

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

    In  connection with these transactions, OTEF II converted the
interest   rate  mode  on  the  Series  A Bonds  from  an  annual
reset to weekly floaters.  In the first transaction, 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,  these  transactions  are
accounted  for  as  financing transactions.  The  amount  of  the
Series  A Bonds financed during 1997 of approximately $39 million
and  1998  of  approximately  $12.8  million  are  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  II  is
classified as financing debt.  The financing debt bears  interest
at the Public Securities Association ("PSA") weekly floating bond
index  plus  approximately 80 to 85 basis points, which  averaged
4.46%  from  the date of closing through December  31,  1997  and
4.03% for the first quarter of 1998.  Costs associated with these
financing  transactions 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, these transactions are treated as sales by OTEF  II
of   the  applicable  Series  A  Bonds  and  a  purchase  of  the
subordinated  interests.  With respect to the first  transaction,
the  sale  of the Series A Bonds resulted in a 1997 capital  loss
for  federal  income tax purposes of approximately $3.8  million.
Information  regarding  the federal income  tax  consequences  of
financing  transactions completed during 1998  will  be  provided
later this year.

    Existing  MRBs.  As of March 31, 1998, 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 in 1998.

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 March 31, 1998.

    OTEF  II's  Three-Month Operations. For  financial  statement
purposes,  Net Income and Net Income per Liquidity BAC  was  $4.6
million and $0.61, respectively, for the three-month period ended
March   31,  1998,  as  compared  to  $4.3  million  and   $0.56,
respectively,  for the three-month period ended March  31,  1997.
The  increase 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.  Due  to  OTEF  II's
conversion of a portion of the BACs to SQBs, effective  April  1,
1997, there were 7,499,875  BACs    outstanding  in   the   first
quarter of 1997 compared to 7,185,200  in  the  first  quarter of 
1998. Beginning  in  1998,  the  relative  portion  of  OTEF II's
administrative costs allocated to SQB Holders  increased  due  to
the   adoption  by  the  Managing  General  Partner of a new cost
allocation  methodology  designed  to  reflect  the  actual  time
incurred to service  the SQB Holders.   During  the  period  from 
April  1,  1997  to December 31, 1997, these administrative costs 
were allocated  based  upon  the  ratio  of  SQB  Holders to  BAC 
Holders.  After consultation  with  OTEF  II's outside  auditors, 
the Managing General Partner believes that this  new  methodology 
is more equitable to all parties.














































<PAGE> 10 

Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------------------
Balance Sheets (in thousands)                                                
-----------------------------------------------------------------------------
<CAPTION>                                                                     
                                            March 31, 1998                   
                                             (Unaudited)   December 31, 1997 
-----------------------------------------------------------------------------
<S>                                            <C>              <C>
Assets                                                                       
  Investments in tax-exempt securities         $204,513         $217,159     
  Investments in tax-exempt securities                                       
    held in trust                                51,600           38,820     
  Cash and Cash equivalents                      20,617           11,694     
  Bond and other interest receivable              1,531            1,439     
  Other assets                                    2,967            1,551     
-----------------------------------------------------------------------------
     Total Assets                              $281,228         $270,663     
=============================================================================
Liabilities and Partners' Capital                                            
  Liabilities                                                                  
    Financing debt                             $ 36,759         $ 27,174     
    Accounts payable and accrued expenses         3,050            2,988     
    Distributions payable                         3,718            3,719     
-----------------------------------------------------------------------------
     Total Liabilities                           43,527           33,881     
-----------------------------------------------------------------------------
Partners' Capital                                                            
  General Partners' Interests                    (2,339)          (2,356)    
  Limited Partners' Interests:                                               
    Beneficial Assignee Interests (7,499,875                                 
    interests issued and 7,185,200 interests                                 
    outstanding as of March 31, 1998)           157,492          156,672     
  Status Quo BAC Interests (12,587 interests                                  
    issued as of April 1, 1997, 7,093                                        
    interests outstanding as of December 31,                                 
    1997 and 6,991 interests outstanding as                                  
    of March 31, 1998)                            3,832            3,885      
  Accumulated other comprehensive income         78,716           78,581     
-----------------------------------------------------------------------------
     Total Partners' Capital                    237,701          236,782
-----------------------------------------------------------------------------
     Total Liabilities and Partners' Capital   $281,228         $270,663
=============================================================================

 The accompanying notes are an integral part of these financial statements.
                                
</TABLE>








<PAGE> 11
Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------------------
<CAPTION>
Statements of Income and Comprehensive Income (in thousands,except per 
(Unaudited)                                    Liquidity BAC amounts)
                                                      Three months ended     
                                                             March 31,         
                                                     ----------------------- 
                                                        1998        1997     
-----------------------------------------------------------------------------
<S>                                                    <C>         <C>
Revenues                                                                     
  Interest on tax-exempt securities                    $4,727      $4,605    
  Interest on tax-exempt securities held in trust         474           0     
  Other, primarily interest                               141          91    
-----------------------------------------------------------------------------
     Total Revenues                                     5,342       4,696    
-----------------------------------------------------------------------------
Expenses                                                                     
  Governance and administrative expenses                 (234)       (332)
  Litigation and settlement costs                          (5)        (98)
  Liquidity and growth expenses                          (215)          0     
  Finance interest expense                               (331)          0    
-----------------------------------------------------------------------------
     Total Expenses                                      (785)       (430)
-----------------------------------------------------------------------------
Net income                                             $4,557      $4,266
=============================================================================
Other comprehensive income:                                                  
  Unrealized gains on investments                         135       2,387
=============================================================================
Comprehensive income                                   $4,692      $6,653
=============================================================================
Weighted Average Liquidity BACs outstanding             7,185       7,500
=============================================================================
Net income allocated to Liquidity BACs                 $4,377      $4,181
=============================================================================
Net income per Liquidity BAC<F1>                       $0.609      $0.558
=============================================================================
Weighted Average Liquidity BACs outstanding-assuming                         
  dilution<F2>                                          7,262        N/A
=============================================================================
Net income per Liquidity BAC-assuming dilution<F2>     $0.603        N/A
=============================================================================
Distribution per Liquidity BAC<F1>                     $0.495      $0.476
=============================================================================
<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).
<F2>  Reflects the dilutive effect  of  unexercised stock options granted
      in the second quarter of 1997.
</FN>
  The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 12

Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------------------
Statement of Partners' Capital (in thousands)                                
-----------------------------------------------------------------------------
<CAPTION>
                                     Partners' Limited                       
                                         Interests                           
                                    --------------------  Accumulated         
                                     Beneficial  Status      Other            
                           General    Assignee   Quo BAC Comprehensive        
                           Partners  Interests  Interests   Income    Total   
-----------------------------------------------------------------------------
<S>                        <C>       <C>         <C>       <C>      <C>  
Balance, December 31, 1997 $(2,356)  $156,672    $3,885    $78,581  $236,782
=============================================================================
SQB Redemption                   0          0       (55)         0       (55)
                                                                             
Net Income, including                                                        
 $0.609 per Liquidity BAC                                                    
 <F1> and $12.63 per SQB        91      4,377        89          0     4,557
                                                                             
Unrealized gains on                                                          
 investments                     0          0         0        135       135
                         ----------------------------------------------------
  Comprehensive income          91      4,377        34        135     4,637
                                                                             
Distributions payable to                                                     
Partners including $0.495                                                    
per Liquidity BAC <F1> and                                                   
$12.38 per SQB                 (74)    (3,557)      (87)         0    (3,718)
=============================================================================
Balance, March 31, 1998                                                      
(Unaudited)                $(2,339)  $157,492    $3,832    $78,716  $237,701
=============================================================================
<FN>

<F1>  Liquidity BAC share amounts reflect the 25-for-1 stock split which
      occurred on July 1, 1997.
</FN>                                                           
                                
 The accompanying notes are an integral part of these financial statements.

</TABLE>













<PAGE> 13

Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------------------
<CAPTION>
Statements of Cash Flows  (in thousands)                                     
(Unaudited)                                                                
                                                       Three months ended
                                                            March 31,  
                                                    ------------------------   
                                                         1998       1997
-----------------------------------------------------------------------------
<S>                                                   <C>         <C>        
Operating Activities                                                         
  Net income                                          $ 4,557     $ 4,266    
  Adjustments to reconcile net income to net cash                            
    provided by operating activities:                                        
  Changes in assets and liabilities:                                         
  Interest receivable and other                           (91)       (219)
  Accounts payable and accrued expenses                    62        (499) 
-----------------------------------------------------------------------------
Net cash provided by operating activities               4,528       3,548    
-----------------------------------------------------------------------------
Investing Activities                                                         
  Increase in other assets<F1>                         (1,416)          0    
  Redemption of SQB interests                             (55)          0    
-----------------------------------------------------------------------------
Net cash used in investing activities                  (1,471)          0      
-----------------------------------------------------------------------------
Financing activities                                                         
  Net proceeds from debt refinancing                    9,585           0    
  Distributions paid                                   (3,719)     (3,643)   
-----------------------------------------------------------------------------
Net cash provided (used) by financing  activities       5,866      (3,643)   
-----------------------------------------------------------------------------
Net  increase (decrease) in cash and cash equivalents   8,923         (95)   
Cash and cash equivalents, beginning of period         11,694      12,072    
-----------------------------------------------------------------------------
Cash and cash equivalents, end of period              $20,617     $11,977    
=============================================================================
<FN>
<F1>  Other assets represent deferred costs incurred in association with the
      Liquidity  &  Growth  Plan  financing transactions, prepaid items, and 
      short-term  promissory  note  associated  with  the OTEF II Litigation
      settlement, which are not recurring operating activities.
</FN>
   
  The accompanying notes are an integral part of these financial statements.

</TABLE>








<PAGE> 14
-----------------------------------------------------------------
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
March  31,  1998 and December 31, 1997, the Statements of  Income
and  Comprehensive Income for the three-month periods ended March
31, 1998 and 1997, the Statement of Partners' Capital as of March
31,  1998,  and the Statements of Cash Flows for the  three-month
periods ended March 31, 1998 and 1997, 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, 1997.

    In  February  1997, the Financial Accounting Standards  Board
issued  a  Statement of Financial Accounting Standards  No.  128,
"Earnings Per Share", which changed the reporting of earnings per
share  beginning in the fourth quarter of 1997.   Basic  earnings
per  share,  a  measure required by the new  standard,  does  not
include  stock  options  as  common stock  equivalents.   However
diluted earnings per share includes the effect of stock options.

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
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
March  31, 1998 that the fair value of the 12 Series A and Series
B Bonds, the two Existing MRBs, and the newly acquired Dallas and
Carpenter   bonds   was  approximately   $256.1    million   and,
accordingly, OTEF II recorded a credit to Partners' Capital in an
amount equal to approximately $78.7 million of unrealized gain on
investments.   This represents an increase of approximately  $0.1
million  since  December 31, 1997.  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,
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.   The  newly
acquired  Dallas and Carpenter Bonds are valued at their original
purchase price on December 30, 1997.

    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 period. 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 through March 31, 1998.  During
1997,  5,494 SQBs were redeemed for a total cost of $3.0 million.
An  additional 102 SQBs were redeemed during the first quarter of
1998, leaving 6,991 SQBs outstanding at March 31, 1998.

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

    Comprehensive Income.  In June 1997, the Financial Accounting
Standards   Board   issued  Statement  of  Financial   Accounting
Standards No. 130 "Reporting Comprehensive Income" which requires
the  reporting of comprehensive income as part of a full  set  of
financial  statements.  Comprehensive income includes  both  "Net
Income" and "Other Comprehensive Income".  OTEF's only source  of
"other  comprehensive income" is related to the valuation of  its
tax-exempt  investments  to market which  results  in  unrealized
gains  or  losses previously charged to an equity  account  under
SFAS  115 "Accounting for Certain Investments in Debt and  Equity
Securities".    SFAS  130  does  not  require   presentation   of
comprehensive  earnings per share.  For the  three  month  period
ended  March 31, 1998, OTEF recorded "Other Comprehensive Income"
from  unrealized gains on its investment in tax-exempt securities
of  $0.14  million and $2.4 million for the same period in  1997.
Cumulative "Other Comprehensive Income" from unrealized gains  on
investments  were $78.7 million and $64.9 million  at  March  31,
1998 and 1997, respectively.

    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  $3.7
million at March 31, 1998 and $3.6 million at March 31, 1997.

    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.

    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 distributions 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.

    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 March 31,  1998
is as follows:

<TABLE>
-----------------------------------------------------------------
                STATEMENT OF STATUS QUO BAC INCOME
          (in thousands, except per SQB interest amounts)
                            (Unaudited)
-----------------------------------------------------------------
<CAPTION>
                                                      Pro Forma
                                             Three      Three
                                             Months     Months
                                              Ended      Ended
                                             March 31,  March 31,
                                               1998     1997<F1>
                                            ---------------------
<S>                                          <C>       <C>       
Revenues                                                        
  Interest on Bonds                          $  109    $   189  
  Other Interest                                  3          4  
-----------------------------------------------------------------
                                                112        193  
Expenses                                                        
  Governance and Administration                 (22)        (4) 
  Litigation expenses                            (1)       (13) 
-----------------------------------------------------------------    
Net income to SQB holders                    $   89    $   176   
=================================================================
Other comprehensive income:                                      
  Unrealized gains on investment                                 
    in tax-exempt securities                      3        100   
=================================================================
Comprehensive income                         $   92    $   276   
=================================================================
Weighted average SQB shares outstanding       7,025     12,587   
=================================================================
Net income per SQB interest                  $12.63    $ 13.98   
=================================================================     
Distribution per SQB interest                $12.38    $ 11.90   
=================================================================     
<FN>
<F1>  Since the SQBs were issued on  April 1, 1997, there  are no
      actual comparative results of SQB  operations for the three
      months ended March 31, 1997.  This  Pro  Forma presentation 
      includes the SQB holders' earnings  for the  first  quarter 
      of 1997 year, before their Beneficial Assignee Certificates 
      (BACs) were converted to SQBs.
</FN>
</TABLE>

<PAGE> 16
-----------------------------------------------------------------
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 March 31, 1998
and $73,000 for the same period in 1997.

    Affiliates  of the Managing General Partner that are  general
and  limited  partners of the various real estate-owning  limited
partnerships  (collectively, the "Operating Partnerships")  whose
property collateralizes or secures the tax-exempt bonds  held  by
OTEF  II  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,
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 three-month  periods  ended
March  31,  1998 and 1997, certain of the  Operating Partnerships  
paid   ORFG  total  asset  management fees of approximately $0.18 
million and $0.15 million, respectively. During  the  three-month  
periods ended March 31, 1998 and 1997, the Operating Partnerships  
also paid ORFG, in the  aggregate, approximately $0.17 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 existing MRB's and Refunding
Bonds  collateralized  by the properties  owned  by  the  related
Operating Partnerships.

   In connection with OTEF II's investment in New Assets, ORFG is
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.  During the first quarter, OTEF II accrued  advisory
fees in the amount of $0.03 million payable to ORFG in connection
with the Dallas and Carpenter transaction.  At March 31, 1998, no
acquisition fee had been paid to ORFG.

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

    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
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 three-month period  ended
March  31, 1998 and 1997, were approximately $0.17 million ($0.08
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, 13,042 vested on January
1,  1998  and  26,083 are vested equally over 2 years  commencing
January  1, 1999.  The exercise price for all options  is  $23.88
per BAC.  As of March 31, 1998, assuming the fully vested options
were  exercised on March 31, 1998 at $26.75 per OTEF II Liquidity
BAC,  the  compensation  expense is approximately  $1.8  million,
which  amount is being amortized over the life of the options  in
accordance with the Statement of Financial Accounts Standards No.
123.    For  the  three  month  period  ending  March  31,   1998
approximately  $0.05 million has been charged  to  Liquidity  and
Growth expenses for such compensation expense.

Note 5.  Subsequent Events.

    Distributions:  On May 15, 1998, the Managing General Partner
paid  a  distribution of $0.495 per Liquidity BAC and $12.38  per
SQB to holders of record as of March 31, 1998.

    New  Asset  Acquisition:  On April 30,  1998,  the  Jacaranda
Transaction closed.

    On May 6, 1998, an affiliate of OTEF II executed a definitive
agreement for an investment transaction involving the acquisition
by  OTEF II of approximately $7.5 million of debt secured by real
estate  that  will be simultaneously acquired by  such  affiliate
from a third party.  It is anticipated that this transaction will
close  in  the near future, subject to satisfaction of  customary
closing  conditions.   Although  OTEF  II  believes  that   these
conditions  will be satisfied, no assurances can  be  given.   In
connection  with this transaction, Summerwalk Properties,  L.L.C.
("Borrower"), a Maryland limited liability company  which  is  an
affiliate  of  OTEF II, will purchase Summerwalk at the  Crossing
Apartments,  a  264-unit garden apartment  community  located  in
Tucker,  Georgia,  a northeastern suburb of Atlanta,  for  $16.65
million.  The property is financed with $10 million of tax-exempt
bonds that bear interest at an adjustable one-year rate, which is
currently 3.9%.  The bonds are secured by a first mortgage on the
property  and  are currently held by  third  parties.   OTEF   II 
currently expects to purchase these  bonds at a future date. OTEF
II anticipates that it will restructure  the  tax-exempt bonds as 
soon as practicable following the  closing,  which  restructuring 
may  include, among  other things, a refunding of the bonds and a 
modification of the interest rate on the bonds to a higher rate.


At closing, OTEF II will purchase a certificate  from  a  grantor 
trust which, in turn, will make a taxable loan to the Borrower in 
the amount of approximately  $7.5  million  to fund a portion  of 
the purchase price for the  property,  as well as various  costs, 
expenses, capital improvements  and reserves.  This taxable  loan
will be secured  by a subordinated mortgage on the property.  The
taxable  loan   will  be  repaid  from available cash flow of the
Borrower on  an  interest-only  basis with taxable interest at an 
annual fixed accrual rate of approximately 12% on  the  principal 
balance outstanding  from  time to time, and will mature in 2006.  
It is expected  that the taxable loan will be prepayable  on  the 
same terms and conditions  as the tax-exempt bonds.  The terms of  
this loan  are  anticipated  to  result in substantially  all  of 
the property's current and expected future increases in cash flow
and property value being paid to OTEF  II  as  interest  on  this
loan.




<PAGE> 18
-----------------------------------------------------------------
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  March
  31,  1998,  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