<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 June 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 (not Status Quo BACs)

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  August 1, 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"), 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 12 through 15  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  six-month  period ended  June 30,  1997  is
incorporated  herein by reference to sequentially numbered  pages
6 through 11   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  June  30,  1997,  follows   on
      sequentially numbered pages 5 through 21 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: 8/14/97     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: 8/14/97     By:  /S/ Francis P. Lavin
      -------          ------------------------------------------
                       Francis P. Lavin
                       Director and President

Date: 8/14/97     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)

                          June 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 June 30, 1997, 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

  OTEF  II  is continuing to implement its new business plan (the
"Liquidity  and  Growth  Plan").   Material   developments   that
occurred since our last report are discussed below.

  Status  Quo  BACs.  Approximately  4.2%  of  the  OTEF  II  BAC
Holders  made a timely election to convert their OTEF II BACs  to
Status  Quo   BACs  ("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 Status Quo BAC 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 $2,961,360.

  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 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.  No split was effectuated
for the SQBs.

  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
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.  As  of June 30, 1997, OTEF  II  had
refunded  12  of the existing mortgage revenue  bonds  ("Existing
MRBs"),   which   comprise  approximately  87.5%  of  OTEF   II's
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 $5,383,000  as  of  June  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  a financing, pursuant
<PAGE> 7
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Report of Management
-----------------------------------------------------------------

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 this financing 
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 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)
in  the  future  growth and increase in value of  the  properties
financed by such bonds.

Liquidity and Capital Resources

  Current  Position.   OTEF  II  uses the  interest  payments  it
receives  from  the  Refunding Bonds and Existing  MRBs  to  make
periodic cash distributions to its General Partners, OTEF II  BAC
Holders  and SQB Holders, and to pay administrative expenses  and
fund  reserves,  as  well  as  the  costs  associated  with   the
implementation  of the 1995 OTEF Restructuring Plan.   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.  A distribution for the
quarter  ended June 30, 1997, in the  amount  of  $3,642,796,  or
$.476  per  BAC ($11.90 per BAC on a pre-split basis), and $11.90
per  SQB  was  made  on  August 14, 1997.  This  distribution  is
consistent  with  the distributions made for  the  previous  nine
quarters.

  As  of June 30, 1997, OTEF II held $12,628,000 in cash and cash
equivalents, an increase of $556,000, or approximately 4.6%, from
$12,072,000 in cash and cash equivalents held as of December  31,
<PAGE> 8
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Report of Management
-----------------------------------------------------------------

1996.   This  increase  in OTEF II's cash  and  cash  equivalents
represents the amount by which interest payments received by OTEF
II  from  its investments in the Existing MRBs and the  Refunding
Bonds   exceeds  the  sum  of  the  administrative,   governance,
litigation costs associated with the implementation of  the  1995
OTEF  Restructuring Plan and distributions to Partners which were
paid during the six-month period ended June 30, 1997.

  The  total  liabilities  of OTEF II shown on the Balance  Sheet
decreased   to   $6,814,000   as   of   June  30,   1997,    from
$6,964,000    at    December   31,   1996.     Neither     amount
includes  the redemption price of $2,961,360 paid by OTEF  II  on
July  31,  1997 to redeem 5,484 SQBs pursuant to its  obligations
under   the  Optional  Sale  Plan  discussed  above.   Also,   in
connection   with  the  settlement  of  the  OTEF  II  Litigation
described  in the 1996 Annual Report, OTEF II has agreed  to  pay
$2.5  million  of  fees  and  expenses  incurred  by  plaintiffs'
counsel.   This  amount  is  included in  the  total  liabilities
reported  at  December  31,  1996  and  June  30,  1997.   It  is
anticipated that one-half of this amount will be paid by OTEF  II
in  the  near future upon the execution and delivery  of  certain
agreements by and among the parties; the balance will be paid  in
accordance     with     the    terms    of     the     settlement
stipulation approved by the court.

  Existing  MRBs.  As  of  June 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 two remaining Existing MRBs
will close during 1997.

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  is set initially  at  closing  of  the
refundings  and  reset 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 June  1997  that
was paid in July 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
<PAGE> 9
-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

mode  and remaining term is then applicable.  In connection  with
the  financing   described   under  "Recent  Developments",   the
Managing  General  Partner  anticipates  that  certain   of   the
Operating  Partnerships will elect to convert the  interest  rate
payable on their 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 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
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  each
Refunding  Bond, the applicable Operating Partnership will  enter
into certain agreements which provide as follows: (i) for so long
as   the  Series  A  Bonds  remain  outstanding,  each  Operating
Partnership will apply its net operating income before payment of
interest and principal on its Series B Bonds to make loans to the
Operating Partnerships for the payment of interest and principal,
and related fees and expenses, reserves and deposits owed by such
Operating Partnerships on their respective Series A Bonds to  the
extent  the other Operating Partnerships are unable to make  such
payments on their respective Series A Bonds, and (ii) for so long
as OTEF II owns the majority of the Series B Bonds relating to an
Operating Partnership's property and the Managing General Partner
of  OTEF  II  is  an  affiliate of the current  Managing  General
Partner,  the  Operating Partnerships will each deposit  into  an
escrow account any excess cash flow on a monthly basis after  the
obligations described in subparagraph (i) above have been met and
the payments required under that Operating Partnership's Series B
Bonds  have been made, which funds shall be applied at OTEF  II's
discretion to, among other things, make loans to other  Operating
Partnerships to enable them to make all debt service payments due
on  their  Series  B Bonds.  As of June 30, 1997,  the  aggregate
amount  of net excess cash flow held in the Operating Partnership
escrows  was  approximately  $635,000,  including  deposits  from
June's cash flow.
<PAGE> 10
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Report of Management
-----------------------------------------------------------------
  Oxford  Advances.  As  discussed  in prior reports,  Oxford  is
continuing  to  hold proceeds from the $2 million Treasury  Strip
Bond  that  it  received on August 15, 1996.  At June  30,  1997,
Oxford  was holding approximately $1.2 million of such  proceeds,
plus  approximately $187,000 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 $800,000 of these proceeds were advanced  to
certain   Operating  Partnerships'  based  on  their   individual
refunding costs.

Results of Operations

  The Partnerships' Operations
 
  Distributions.   Distributions   to   Partners   amounted    to
$3,642,796, or $.476 per OTEF II BAC ($11.90 per OTEF II BAC on a
pre-split  basis) and $11.90 per SQB to holders of record  as  of
June  30,  1997.   This  distribution  is  consistent  with   the
distribution made for the previous nine quarters.

  The  Partnerships'   Three-Month   Operations.   For  financial
statement  purposes, Net Income and Net Income for  the  combined
OTEF II BACs and SQBs ("Interests")  were  $4,324,000 and $14.12,
respectively, for the three-month period ended June 30, 1997,  as
compared  to $4,390,000 and $14.34, respectively, for the  three-
month  period ended June 30, 1996.  Net Income allocable  to  the
OTEF II BAC Holders and Net Income per OTEF II BAC was $4,055,000
and  $14.12, respectively (on a pre-split basis), for the  three-
month period ended June 30, 1997. Net Income allocable to the SQB
Holders   and  Net  Income  per  SQB  were  $183,000  and $14.54,
respectively, for the three-month period ended June 30, 1997.

  The   Partnerships'    Six-Month   Operations.   For  financial
statement  purposes, Net Income and Net Income per Interest  were
$8,590,000  and  $28.06, respectively, for the  six-month  period
ended  June  30,  1997,  as compared to  $8,463,000  and  $27.65,
respectively, for the six-month period ended June 30, 1996.   Net
Income  allocable to the OTEF II BAC Holders and Net  Income  per
OTEF II BAC was $8,236,000 and  $28.06, respectively  (on  a pre-
split basis), for the six-month  period ended  June 30, 1997. Net 
Income allocable to the SQB Holders  and  Net Income per SQB were 
$183,000 and $14.54, respectively  for the six-month period ended
June 30, 1997.

  As  announced  in   the  Information Memorandum,  the  Managing
General  Partner  currently anticipates that the  amount  of  the
quarterly distribution payable to the OTEF II BAC Holders and the
SQB  Holders will be increased by approximately 4% later in  1997
following  implementation of the Liquidity and Growth  Plan.   Of
course,   future   distributions  (and  any  increases   in   the
distributions per BAC) are always subject to the ability  of  the
Operating  Partnerships  to  make their  scheduled  debt  service
payments  on  the  Refunding Bonds and Existing MRBs,  which,  in
<PAGE> 11
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Report of Management
-----------------------------------------------------------------

turn,  depends  on  the  results of future  operations  of  their
properties  and on the aggregate amount in the excess  cash  flow
escrows.

The Operating Partnerships' Operations

  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.

  The  Operating   Partnerships'  Three-Month   Operations.   The
Operating Partnerships reported an aggregate net operating income
before property improvements of approximately $5,651,000 for  the
three-month period ended June 30, 1997, representing an  increase
of  approximately  $381,000,  or 7.3%,  over  the  aggregate  net
operating  income before property improvements reported  for  the
same  period  in  1996.  In addition, for the three-month  period
ended  June  30, 1997, overall property improvement  expenditures
were   approximately  $652,000,  representing  an   increase   of
approximately $180,000, or 38.1%, as compared to the same  period
in 1996.

  The  Operating   Partnerships'   Six-Month   Operations.    The
Operating Partnerships reported an aggregate net operating income
before property improvements of approximately $11,227,000 for the
six-month period ended June 30, 1997, representing an increase of
approximately $733,000, or 7.0%, over the aggregate net operating
income  before property improvements reported for the same period
in  1996.   In addition, for the six-month period ended June  30,
1997,    overall    property   improvement   expenditures    were
approximately   $1,119,000,   representing   an    increase    of
approximately $238,000, or 27.0%, as compared to the same  period
in 1996.















<PAGE> 12

Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------
Balance Sheets (in thousands)
-----------------------------------------------------------------
<CAPTION>
                                  June 30, 1997 
                                   (Unaudited)  December 31, 1996
----------------------------------------------------------------- 
<S>                                   <C>             <C>
Assets                                               
  Investments in Bonds                $220,912        $215,529
  Cash and cash equivalents             12,628          12,072
  Bond interest receivable               1,323           1,099
  Other                                    407              33
-----------------------------------------------------------------
      Total Assets                    $235,270        $228,733
=================================================================
Liabilities and Partners' Capital                               
  Liabilities                                                   
    Accounts payable and accrued                                 
      expenses                        $  3,171        $  3,321
    Distributions payable                3,643           3,643
-----------------------------------------------------------------
      Total Liabilities                  6,814           6,964
-----------------------------------------------------------------
Partners' Capital                                                
  General Partners' Interests           (2,368)         (2,393)   
  Limited Partners' Interests:                                    
  Beneficial Assignee Interests                                  
    (299,995 interests issued and                                
    outstanding as of December 31,                                
    1996 and 287,408 interests                                    
    outstanding as of June 30, 1997)   156,102         161,665
  Status Quo BAC Interests (12,587                              
    interests issued)                    6,842               0
  Unrealized Gain on Investments        67,880          62,497
-----------------------------------------------------------------  
      Total Partners' Capital          228,456         221,769
-----------------------------------------------------------------
      Total Liabilities and                                      
        Partners' Capital             $235,270        $228,733
=================================================================
                               
         The accompanying notes are an integral part of 
                 these financial statements.

</TABLE>










<PAGE> 13

Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------
Statements of Income (in thousands, except per Interest amounts)
(Unaudited)
-----------------------------------------------------------------
<CAPTION>

                              Three months          Six months 
                             ended June 30,       ended June 30,
                            ----------------     ----------------   
                             1997      1996       1997      1996
-----------------------------------------------------------------
<S>                        <C>       <C>       <C>        <C>
Revenues                                                     
  Interest on Bonds        $4,629    $4,593    $9,234     $9,195
  Other                       113        84       204        169
-----------------------------------------------------------------
                            4,742     4,677     9,438      9,364
Expenses                                                         
  Governance and                                                 
    administrative expenses  (291)     (287)     (721)      (901)
  Liquidity and growth                                            
    expenses                 (127)        0      (127)         0 
-----------------------------------------------------------------
Net income                 $4,324    $4,390    $8,590     $8,463
=================================================================
Net income allocated to                                          
General Partners           $   86    $   88    $  171     $  169 
=================================================================
Net income allocated to                                           
  OTEF II BAC and SQB                                            
  Holders                  $4,238    $4,302    $8,419     $8,294
=================================================================
Net income per Interest    $14.12    $14.34    $28.06     $27.65
=================================================================
Distribution per Interest  $11.90    $11.90    $23.80     $23.80
=================================================================
                                                                 
       The accompanying notes are an integral part of 
               these financial statements.
 
</TABLE>















<PAGE> 14

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 at $13.94 per BAC       85      4,181       0          0     4,266
                                                                            
Distributions payable to                                                    
  Partners, Including $11.90                                                 
  per BAC                         (73)    (3,570)      0          0    (3,643)
                                                                             
Unrealized Gain on Investments      0          0       0      2,387     2,387
------------------------------------------------------------------------------
Balance, March 31, 1997                                                      
(Unaudited)                    (2,381)   162,276       0     64,884   224,779
------------------------------------------------------------------------------
Allocation of Status                                                         
Quo BAC Capital                     0     (6,809)  6,809          0         0 
                                                                             
Net Income, including $14.12                                                
 per BAC and $14.54 per SQB        86      4,055     183          0     4,324
                                                                                
Distributions payable to                                                     
 Partners, including $11.90                                              
 per 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                                                       
(Unaudited)                   $(2,368)  $156,102  $6,842    $67,880  $228,456
==============================================================================
                               
 The accompanying notes are an integral part of these financial statements.

</TABLE>











<PAGE> 15

Oxford Tax Exempt Fund II Limited Partnership
<TABLE>
-----------------------------------------------------------------
Statements of Cash Flows (in thousands)
(Unaudited)
-----------------------------------------------------------------
<CAPTION>                                             
                                               For the six months
                                                 ended June 30,     
                                               ------------------        
                                                  1997     1996  
-----------------------------------------------------------------
<S>                                             <C>      <C>
Operating Activities                                            
  Net income                                    $ 8,590  $ 8,463
  Adjustments to reconcile net income to net                       
     cash provided by operating activities:                      
  Changes in assets and liabilities:                             
    Bond interest receivable                       (224)       0 
    Other                                          (374)     307            
    Accounts payable and accrued expenses          (150)     104               
-----------------------------------------------------------------
Net cash provided by operating activities         7,842    8,874   
-----------------------------------------------------------------
Net cash provided by investing activities             0        0
-----------------------------------------------------------------
Financing activities                                             
  Distributions paid                             (7,286)  (7,286)
-----------------------------------------------------------------
Net cash used by financing activities            (7,286)  (7,286)
-----------------------------------------------------------------
Net increase in cash and cash equivalents           556    1,588
Cash and cash equivalents, beginning of period   12,072    9,698    
-----------------------------------------------------------------
Cash and cash equivalents, end of period        $12,628  $11,286
=================================================================

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



</TABLE>















<PAGE> 16
-------------------------------------------------------------------
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  June  30, 1997 and December 31, 1996, the Statements of  Income
for  the  three- and six-month  periods ended  June  30,  1997  and
1996,  the  Statement of  Partners' Capital as of  June  30,  1997,
and   the   Statements    of    Cash  Flows   for   the   six-month
period   ended  June 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  on  February  9, 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.



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

  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
June  30, 1997 that the fair value of the 12 Series A and Series  B
Bonds  and  the  two  Existing MRBs was approximately  $220,912,000
and,  accordingly,  OTEF II recorded a credit to Partners'  Capital
in  an  amount  equal  to approximately $67,880,000  of  unrealized
gain   on   investments.    This   represents   an   increase    of
approximately  $5,383,000 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.

  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 $3,642,796  at  June  30,
1997 and 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> 18
-------------------------------------------------------------------
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 $2,961,360.  The redeemed SQB  Holders
will  receive  their respective distribution for the quarter  ended
June  30,  1997, payable on August 14, 1997, and a prorated  amount
of  any  distribution that may be 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   will  be
reflected  as a reduction of Partners' Capital and will  be  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.

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 $72,856 for June 30, 1997 and 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.

  Compensation  and  Fees.  For  the six-month periods  ended  June
30,  1997  and 1996, the Operating Partnerships paid total property
and    asset   management   fees  of  $1,194,000   and  $1,149,000,
respectively.    Of   the  $1,194,000   of   property   and   asset
management  fees,  $891,000  was paid  to  NHP,  Inc.  and  certain
affiliates  (collectively, "NHP"), as   compared  to  $858,000  for
the  same  period in 1996.  The remaining  fees  totaling  $303,000
were  paid  to  Oxford Realty Financial  Group,  Inc. ("ORFG"),  as
compared   to  $291,000  for the same period in 1996.   During  the
<PAGE> 19
-------------------------------------------------------------------
Notes to Financial Statements
-------------------------------------------------------------------

six-month  periods  ended  June 30, 1997 and  1996,  the  Operating
Partnerships  also paid ORFG, in the aggregate,  $348,000  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"),  as   OTEF  II
did  not  pay  any fees in connection with OTEF II's investment  in
new  assets  to  ORFG  during  the quarter  ended  June  30,  1997;
however, it is anticipated that OTEF II will pay such fees  in  the
near future.

The paragraphs below describe the New Asset Fees:

  Acquisition  Fee.  ORFG  will  be entitled to an acquisition  fee
for  finding, analyzing and acquiring New Assets.  The  acquisition
fee,  which is payable on the closing of any transaction  in  which
OTEF  II  acquires  a  New  Asset, is equal  to  1.0%  of  (i)  the
purchase  price  paid by OTEF II for the New Asset,  or  (ii)  with
respect  to a New Asset which is subordinated in payment to  senior
indebtedness,  the sum of (A) the purchase price paid  by  OTEF  II
for  its subordinated interest and (B) the principal amount of  the
senior  interest,  if any; provided, however, that  no  acquisition
fee  shall  be  paid with respect to the principal  amount  of  any
such  senior  interest  if  OTEF II has not  purchased  the  senior
interest  and neither the Managing General Partner nor any  of  its
affiliates   had  any  material  involvement  in  the  negotiation,
structuring  or  closing of the purchase of  the  senior  interest.
In  the  case  of a New Asset which is subordinated in  payment  to
senior  indebtedness as of the closing of the transaction in  which
OTEF  II  acquires  its  interest,  the  maximum  acquisition   fee
payable  shall  be  equal  to 2.5% of the purchase  price  paid  by
OTEF II for such interest as of the date of closing.

  Advisory Fee.  OTEF II  also  will pay ORFG an advisory  fee  for
managing  OTEF  II's  New  Assets  after  their  acquisition.   The
advisory  fee, which is payable annually, is equal to 0.5%  of  (i)
the  purchase price paid by OTEF II for a New Asset, or  (ii)  with
respect  to a New Asset which is subordinated in payment to  senior
indebtedness,  the sum of (A) the purchase price paid  by  OTEF  II
for  its subordinated interest and (B) the principal amount of  the
senior  interest;  provided, however, that if an affiliate  of  the
Managing   General   Partner  is  receiving   fees   for   property
management  services  pursuant to a property  management  agreement
entered  into  with the owner of an Additional Mortgaged  Property,
the  advisory fee will be equal to 0.5% of the purchase price  paid
by  OTEF  II  for  the  related New Asset.   In  addition,  if  the
Managing  General  Partner  receives in any  year  compensation  or
fees  from  an  unaffiliated person that  serves  as  the  property
manager  for the Additional Mortgaged Property, the amount  of  the
advisory  fee payable with respect to the related New  Asset  shall
be  reduced  by  50% of any such compensation or fees  received  by
the Managing General Partner.
<PAGE> 20
-------------------------------------------------------------------
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  six-month  periods  ended
June  30,  1997  and 1996, were $117,000 and $37,000, 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  9%  of the outstanding OTEF II BACs.   The  Managing
General  Partner  has awarded all of the OTEF  II  BACs  authorized
under  the terms of the Incentive Option Plan.  The exercise  price
per  BAC is the average of the closing price of an OTEF II BAC,  as
reported  on  the  American Stock Exchange, for  the  first  twenty
days  of  trading.   As  of the date of this report,  no  valuation
could be determined for these options.

Note 5.  Subsequent Events.

  On  July  1,  1997,  the  Managing  General Partner  of  OTEF  II
declared  a 25-for-1 split of the OTEF II BACs for  BAC Holders  of
record  as  of  June 30, 1997.  Subsequent to the  split,  OTEF  II
issued  new certificates to all OTEF II BAC Holders whose  OTEF  II
BACs  were  not  held  by a brokerage firm in street  name.   These
actions did not affect the SQB Holders.

  On  July  22,  1997, the  American  Stock Exchange began  trading
OTEF II BACs under the ticker symbol, OTF.

  On  July  25, a  distribution was declared for the second quarter
of  1997 of $.476  per BAC (which reflects the 25-for-1 split  that
occurred   earlier  this  year),  and  $11.90   per   SQB.    These
distributions  are payable to holders of record on June  30,  1997,
and  were  paid  on  August  14,  1997.   These  distributions  are
consistent with the amounts paid for the last nine quarters.       
                                                                   
 On  July 31, 1997,  OTEF II  redeemed 5,484 SQBs at  a  total cost
of $2,961,360.







<PAGE> 21
-----------------------------------------------------------------
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  transfer 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  TO
  EFFECT A TRANSFER.  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
                    Attn: Robert Boyle
                    Stock Transfer Department
                    1-800-368-5948, extension 2529

* GENERAL INFORMATION
  -------------------
  All general inquiries relating to OTEF II  should  be  directed
  to  OTEF II  Investor  Services  whose  telephone  number   has
  changed to 1-888-321-OTEF.

  The Quarterly Report on Form 10-Q for the  quarter  ended  June
  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