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

                            FORM 10-Q
(Mark One)
/X/       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended September 30, 1999

                               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 jurisdiciton of     (I.R.S. Employer
    incorporation or organization)      Identification No.)

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

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

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

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

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.    Yes /X/   NO / /.

At  September  30,  1999,  the following  classes  of  beneficial
assignee   interests  of  Oxford  Tax  Exempt  Fund  II   Limited
Partnership were outstanding:  (i) 7,337,425 beneficial  assignee
interests ("BACs") with an aggregate market value ($24 per share)
of $176,098,200, and (ii) 777 Status Quo BACs ("SQBs").

Index to Exhibits is found on page 3.
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          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                            FORM 10-Q

                  PART I-FINANCIAL INFORMATION

Item 1.  Financial Statements.

      The financial statements of OTEF II are incorporated herein
by reference to sequentially numbered pages 15 through 18 of OTEF
II's Quarterly Report (Unaudited).

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

       A  discussion of OTEF II's financial condition and results
of operations for the three and nine-month period ended September
30,  1999  is  incorporated herein by reference  to  sequentially
numbered  pages  6  through 14 entitled  "Report  of  Management"
included in OTEF II's Quarterly Report (Unaudited).

                    PART II OTHER INFORMATION

Item 1.  Legal Proceedings.
         None.

Item 2.  Changes in Securities.
         None.

Item 3.  Defaults Upon Senior Securities.
         None.

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

Item 5.  Other Information.
         None.

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

     (a) Exhibits.

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

     (b) Reports on Form 8-K.

         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 September 30, 1999, follows on
     sequentially numbered pages 5 through 29 of this report.

(27) Financial Data Schedule.









































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          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                            FORM 10-Q

                           SIGNATURES

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


                   Oxford Tax Exempt Fund II Limited Partnership

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


Date: 11/12/99     By: /S/ Richard R. Singleton
      --------         ------------------------------------------
                       Richard R. Singleton,
                       Senior Vice President and
                         Chief Financial Officer

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

Date: 11/12/99     By: /S/ Francis P. Lavin
      --------         ------------------------------------------
                       Francis P. Lavin,
                       Director and President

Date: 11/12/99     By: /S/ Robert B. Downing
      --------         ------------------------------------------
                       Robert B. Downing,
                       Director and Executive Vice President



















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          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                        Quarterly Report
                           (Unaudited)

                       September 30, 1999




















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














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Report of Management
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        The  following  report  provides  information  about  the
financial  condition  of  Oxford  Tax  Exempt  Fund  II   Limited
Partnership,  a Maryland limited partnership ("OTEF  II"  or  the
"Partnership"),  as  of September 30, 1999, 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 September 30, 1999.   On
September  15,  1999,  the Managing General  Partner  declared  a
distribution  for the quarter ended September  30,  1999  in  the
amount  of  $0.52  per  BAC and $6.19 per SQB  holder.   For  BAC
holders,  this represents an increase of 2% over the distribution
for  the prior comparative period, and is the same amount as  the
distribution  paid  for  the  second  quarter  of   1999.   These
distributions  are  payable on November 12, 1999  to  holders  of
record on September 30, 1999.

       Investment Transactions.  OTEF II is continuing work on  a
number  of  transactions, including  at  least  one   transaction
that is expected to close later  this year.  On November 1, 1999,
the  Apollo  and San Bruno bonds were remarketed.   See  Existing
MRBs below.  As previously reported, OTEF II is also  working  on
bond  refunding and refinancing transactions with respect to  the
Summerwalk property and the River Reach property. The senior tax-
exempt bonds secured  by  these properties are currently held  by
third parties. Based on its preliminary discussions, the Managing
General Partner anticipates consummating refunding or refinancing
transactions for these properties.

      Book Value.  OTEF II has determined the fully diluted  book
value  of the BACs to be $35.47 as of September 30, 1999,  taking
into account the Incentive Options.

       Status  Quo BACs.  As of October 31, 1999, 6,169 SQBs,  or
approximately 89% of the 6,946 SQBs outstanding at  December  31,
1998,  had been converted to 154,225 BACs in accordance with  the
voluntary exchange offer made by OTEF II earlier this year.   The
voluntary exchange offer expired on July 31, 1999.

      As previously reported, since substantially all of the SQBs
outstanding  at December 31, 1998 have been exchanged  for  BACs,
the  remaining  SQBs  have  been allocated  increased  shares  of
administrative costs, which are relatively fixed costs  that  are
not dependent on the number of SQBs outstanding.  For the quarter
ended  September 30, 1999, these costs exceeded income  resulting
in  a net loss of $4.56 per SQB.  Accordingly, the September  30,
1999  distribution  will be paid exclusively from  existing  cash
reserves allocable to remaining SQB holders.


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Report of Management
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      Based on OTEF II's existing cash reserves allocable to  the
remaining  SQBs and the Managing General Partner's  estimates  of
allocable  interest payments received by OTEF II  from  recurring
cash  flow  and  expenses allocable to SQB holders,  the  current
level  of  SQB  quarterly distributions can  only  be  maintained
through the fourth quarter of 1999 before these cash reserves are
substantially depleted.  Thereafter, in the absence of a sale  of
any  remaining  SQB  assets,  or a  redemption  by  one  or  more
borrowers  of  the bonds in which SQB holders have  an  ownership
interest,  or some other transaction of a capital nature,  it  is
anticipated that SQB  holders will continue to realize net losses
and the SQBs will no  longer   receive   quarterly  distributions
payable from recurring operations.  See Existing MRBs.  Continued
losses will cause a reduction in the SQB capital accounts,  which
will  reduce  the amount of net proceeds from any future  capital
transaction otherwise payable to SQB holders.

       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,
2006,  which  date  may be extended under certain  circumstances.
The  Managing  General  Partner has  undertaken  an  analysis  of
whether  such  a  redemption by OTEF II  would  be  in  the  best
interests of the remaining SQB Holders and OTEF II at the present
time.

Liquidity and Capital Resources

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

      Current Position.  OTEF II uses its cash receipts primarily
for  distributions to BAC Holders, SQB Holders  and  its  General
Partners,  to  pay administrative expenses, and  to  acquire  New
Assets   and  pay  the  costs  and  expenses   relating  to  such
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Report of Management
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transactions.    As  of  September  30,  1999,   OTEF   II   held
approximately  $10.3  million in cash  and  cash  equivalents,  a
decrease  of   $7.7 million, or approximately 43%, from  the  $18
million  in  cash  and cash equivalents held as of  December  31,
1998.   This  decrease in OTEF II's cash and cash equivalents  is
primarily  attributable to the Lakeside  North  and  River  Reach
investment  transactions that closed during the  second  quarter.
Total assets increased approximately $9.3 million over the amount
reported  at  December 31, 1998.  Total liabilities  of  OTEF  II
shown  on  the  balance  sheet increased  by  approximately  $5.1
million  to approximately $57.1 million as of September 30,  1999
from  $52  million at December 31, 1998, due to a net $5  million
increase in financing debt.

       Financing Transactions.  OTEF II undertakes securitization
transactions with respect to its bond portfolio from time to time
to  enhance  its  overall return on investment  and  to  generate
proceeds,  which facilitate the acquisition of New Assets.   OTEF
II  has  securitized  approximately $76.8  million  of  its  bond
portfolio  by assigning these bonds to a Merrill Lynch  affiliate
which, in turn, deposited them into trusts.  The trusts, in turn,
sold  to institutional investors senior, floating rate securities
credit  enhanced  by  a  Merrill Lynch affiliate.   These  senior
securities  have  first  priority on the  debt  service  payments
related  to the bonds held in these trusts.  OTEF II has acquired
all  the  subordinated  interests in  these  trusts,  aggregating
approximately  $15  million, and received the  proceeds,  net  of
transaction  costs  from the sale of the senior  securities.   In
addition, in a recent transaction involving the Carpenter  bonds,
OTEF  II  acquired  approximately  $9  million  of  senior  trust
interests, which may be sold at any time to provide cash to  OTEF
II  for  new acquisitions or for any other purpose.  OTEF II  has
certain  rights to repurchase and/or refinance the bonds  and  to
repurchase the senior securities and, therefore, retains a  level
of  control  over  the bonds.  These securitization  transactions
provide low-cost financing for OTEF II's growth.  The portion  of
the net proceeds from these transactions that is not invested  in
New  Assets  is  temporarily invested in liquid tax-exempt  money
market securities.

       In  connection with these transactions, OTEF II  converted
the  interest rate mode on the Series A Bonds involved  in  these
transactions from an annual reset to weekly floaters.  On  August
22,  1997,  and September 21, 1998, OTEF II purchased  three-year
interest  rate  caps  on a notional amount of  approximately  $27
million and $30 million, respectively, to minimize the effects of
interest  rate  volatility.   Under these  arrangements,  if  the
average short-term, tax-exempt interest rates during the term  of
the   cap  increase  above  a  specified  level  (6%  and   4.5%,
respectively),  the  counter-party  to  the  interest  rate   cap
transaction is required to pay directly to OTEF II the amount  by
which  such rates exceed the specified level.  Through  September
30,  1999  no  payments were required to be made by the  counter-
party pursuant to these interest cap agreements.
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Report of Management
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       For  financial statement purposes, these transactions  are
accounted  for  as financing transactions.  The amount  of  bonds
financed, approximately $76.8 million, is reflected as Securities
Held  in  Trust,  the  net  cash  proceeds  not  reinvested   are
classified  as  Cash  and  Cash Equivalents  and  the  difference
between  the  principal  amount of the  bonds  financed  and  the
principal amount of the subordinated interests acquired  by  OTEF
II  is  classified as financing debt on OTEF II's balance  sheet.
The   aggregate  financing  debt  at  September  30,   1999   was
approximately  $52.6  million, compared to $47.6  million  as  of
December   31,   1998.   OTEF  II's  financing  debt   represents
approximately 16% of  OTEF  II's total  assets  (or 28%  of  OTEF
II's  total  assets if the entities in which OTEF II has  made  a
subordinated  debt  investment were consolidated).   Due  to  the
credit  enhancement  provided by a  Merrill  Lynch  affiliate  in
connection  with the securitization transactions,  and  favorable
underwriting  characteristics (generally, low  loan-to-value  and
high  debt coverage), this financing debt bears interest  at  the
BMA weekly floating bond index plus approximately 80 to 150 basis
points  (including credit enhancement, trustee and related fees).
This  rate  averaged  4.63%  from the  date  of  closing  through
December  31, 1997 and 4.33% for the twelve months  of  1998  and
4.03%  for the nine months ended September 30, 1999.  The  credit
enhancement associated with approximately $27.2 million  of  this
financing debt was extended this summer from August 22,  1999  to
August  15, 2000.  The remaining $20.4 million of financing  debt
must be renewed or refinanced by February 19, 2000 (approximately
$9.6  million) and April 15, 2000 (approximately $10.8  million).
While OTEF II is not an obligor and, therefore, is not liable for
repayment of this financing debt, the Securitized Bonds (in which
OTEF  II owns approximately $15 million of subordinated interests
through  the trusts) are in effect collateral for this  financing
debt.    Based  on  its  preliminary discussions  with  financing
sources, the Managing General Partner believes that OTEF II  will
be  able  to  extend  the credit enhancement  or  refinance  this
financing debt, although no assurances can be given.

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

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

      Series  A Bonds.  The term of each Original Refunding  Bond
and,  accordingly, each Mortgage Loan is 30 years  following  the
date  of  refunding.   The Series A Bonds require  interest  only
payments  during  the  first  three years  and,  thereafter,  are
subject  to annual sinking fund redemptions that will  result  in
full  amortization  of  the  Series A Bonds  during  the  27-year
remaining term.  This annual sinking fund redemption begins April
15,  2000  for  all twelve Series A Bonds.  The Managing  General
Partner  is  considering whether the elimination of  this  annual
sinking  fund  redemption would facilitate financing transactions
involving these assets or would otherwise be advantageous to OTEF
II.

       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  annual reset mode, Series A Bond interest was set  initially
at  closing  of the refundings and is reset annually, thereafter,
at  a  market rate based upon a percentage of the then prevailing
one-year U.S. Treasury Bill rate, with a maximum rate of 5.6% per
annum.  The initial interest rate on the Series A Bonds that have
been issued to date was 4.9%.  The interest rate on seven of  the
Series A Bonds retained by OTEF II was reset on November 1,  1999
to  4.88%; the interest rate on three Series A Bonds retained  by
OTEF  II  was reset on December 1, 1998 to 4.01%.  On January  1,
1999, the interest rate on another Series A Bond retained by OTEF
II was reset to 4.03%, and the interest rate on another Series  A
Bond  was reset on March 1, 1999 to 4.32%.  The interest rate  on
the  Series  A  Bonds  involved  in  the  financing  transactions
described  above  was converted from annual  reset  to  a  weekly
floating rate based on a spread over the BMA index.  The weighted
averaged rate was 4.63% from the date of closing through December
31,  1997, 4.33% for the twelve months of 1998 and 3.98% for  the
nine  months  ended September 30, 1999.  Upon a remarketing,  the
Series A Bonds may be converted to a different interest rate mode
(fixed  or  floating) and the interest rates may be  modified  at
that  time  to reflect the prevailing market interest  rates  for
whatever rate mode and remaining term is then applicable.

       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
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Report of Management
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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.   See  Note  7  to
Financial Statements included in OTEF II's 1998 Form 10-K  for  a
schedule  of  the Combined Rates of the Original Refunding  Bonds
over the next 10 years.

       Other  Sources.   In connection with the  closing  of  the
Original  Refunding Bonds, the applicable Operating  Partnerships
entered  into  certain  pooling  agreements  that  provide  under
certain circumstances additional sources of funds to enable  them
to  pay  their respective debt service on the Series A Bonds  and
the  Series  B  Bonds  and  related fees  and  expenses.   As  of
September 30, 1999, the aggregate amount of net excess cash  flow
held  in the Operating Partnership escrows was approximately $3.6
million,  including deposits from September's cash flow  compared
to $2.2 million at the end of 1998.

Existing MRBs

     At September 30, 1999, OTEF II held Existing MRBs for two of
the  Operating Partnerships.  As of September 30, 1999,  the  two
Operating  Partnerships had cumulative unpaid Base  Interest  and
interest  on  interest at 8.25% per annum of  approximately  $5.5
million  with  respect to these Existing MRBs.  The  unpaid  Base
Interest is not accrued on OTEF II's financial statements.

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


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Report of Management
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      In  addition, in connection with the remarketing,  the  San
Bruno  and  Apollo Operating Partnerships delivered  to  OTEF  II
interest-bearing,  demand  promissory notes,  dated  November  1,
1999,   in   the   amount   of  $8,833,577   and   $5,181,076.36,
respectively.   The  principal  amount  of  the  San  Bruno  note
reflects contingent interest in the amount of $8,599,800 due  and
payable on the remarketing date together with accrued but  unpaid
base  interest; the principal amount of the Apollo note  reflects
accrued but unpaid interest only since no contingent interest was
due  and payable on the remarketing date.  The demand notes  bear
floating rate interest at the short-term applicable federal rate.
The  contingent   interest  owed  by  the  San  Bruno   Operating
Partnership  has  not  been  accrued  on   OTEF  II's   financial
statements through September 30, 1999.

      OTEF  II is continuing to explore with the Apollo Operating
Partnership   a   possible  bond  restructuring  or   refinancing
transaction.   The Managing General  Partner  currently  believes
that the amount of the Apollo bond  and  cumulative  unpaid  base
interest exceeds the  value  of  the property owned by the Apollo
Operating Partnership.   The  San  Bruno Operating Partnership is
currently  considering a refinancing of its mortgage indebtedness
in  addition  to  a  possible bond restructuring or other capital
transaction.   The  Managing  General  Partner currently believes
that  the  value of the property owned by the San Bruno Operating
Partnership exceeds the combined outstanding principal balance of
the  San  Bruno  bond  in  the  amount of $26,060,000 and the new
demand note in  the  amount  of  $8,833,577  described above, and
that OTEF will realize  the  value  of the San Bruno bond and the
demand note through a  future  sale,  securitization, refinancing
or other capital transaction involving  the bond and/or the note,
or a repayment of the bond and note by the  San  Bruno  Operating
Partnership  in  accordance  with  the terms of such instruments.

Results of Operations

       OTEF  II  Distributions.  Distributions to  Partners  will
amount to approximately $3.9 million, or $0.52 per BAC and  $6.19
per  SQB  holder  of  record  as of September  30,  1999.   These
distributions are payable on November 12, 1999.

       OTEF II's Three-Month Operations.  For financial statement
purposes, Net Income allocated to BAC holders and Net Income  per
BAC  was  $5.1 million and $0.689, respectively, for  the  three-
month  period  ended  September 30, 1999,  as  compared  to  $4.6
million  and  $0.637,  respectively, for the  three-month  period
ended   September   30,  1998,  representing   an   increase   of
approximately 8.2% over the prior comparative period.  OTEF  II's
total  interest  earned and expenses including  finance  interest
expense for the third quarter increased by approximately 10%  and
19%,  respectively,  over  the  prior  comparative  period.   The
increase  in  net income is the result of additional interest  on
New  Assets and taxable loans exceeding the costs associated with

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the  implementation of the Liquidity & Growth Plan that were  not
incurred in the prior comparative period.

      OTEF  II's Nine-Month Operations.  For financial  statement
purposes, Net Income allocated to BAC holders and Net Income  per
BAC  was  $14.5 million and $1.983, respectively, for  the  nine-
month  period  ended  September 30, 1999, as  compared  to  $13.2
million and $1.840, respectively, for the nine-month period ended
September  30,  1998, representing an increase  of  approximately
7.7%  over  the prior comparative period.  OTEF II's  1999  total
interest  earned and expenses including finance interest  expense
for  the  nine-month period increased by approximately 10.9%  and
27.4%,  respectively,  over the prior  comparative  period.   The
increase  in  net income is the result of additional interest  on
New  Assets and taxable loans exceeding the costs associated with
the  implementation of the Liquidity & Growth Plan that were  not
incurred  in  the  prior comparative period.  Due  to  OTEF  II's
voluntary exchange program, there were 7,337,425 BACs outstanding
as of September 30, 1999 compared to  7,185,200 as  of  September
30, 1998.

Year 2000 Compliance

        In   accordance  with  the  SEC's  interpretive   release
"Statement  of the Commission Regarding Disclosure of  Year  2000
Issues  and  Consequences  by Public  Companies...," the Managing
General  Partner of OTEF II has upgraded and tested the principal
systems  on which OTEF II relies and believes that they are  Year
2000 compliant as of this date.  The Managing General Partner  is
currently  contacting  third  parties  with  whom  OTEF  II  does
business  to  evaluate their exposure to year  2000  issues.   In
addition,  the  Managing General Partner is  in  the  process  of
contacting  it's  vendors to determine their  compliance  and  is
developing  contingency  plans.   The  Managing  General  Partner
believes that such analysis will be completed in 1999.

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

<PAGE> 14
-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE FILING OF THE FORM 10 K
WITH THE SEC OR OTHERWISE TO REVISE OR UPDATE ANY ORAL OR WRITTEN
FORWARD-LOOKING STATEMENT THAT MAY BE MADE FROM TIME TO  TIME  BY
OR ON BEHALF OF OTEF II.


















































<PAGE> 15

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
-----------------------------------------------------------------------------
Balance Sheets (in thousands, except per BAC and SQB amounts)
(Unaudited)
-----------------------------------------------------------------------------
<CAPTION>
                                                   September 30, December 31,
                                                       1999          1998
                                                    (Unaudited)
-----------------------------------------------------------------------------
<S>                                                     <C>         <C>
Assets
  Investments in tax-exempt securities                  $200,701    $213,900
  Investments in tax-exempt securities held in trust      76,765      62,565
  Taxable investments and loans                           26,529      11,840
  Cash and cash equivalents                               10,290      18,011
  Other assets                                             4,065       2,770
-----------------------------------------------------------------------------
        Total Assets                                    $318,350    $309,086
=============================================================================
Liabilities and Partners' Capital
  Liabilities
    Financing debt                                        52,614    $ 47,614
    Distributions payable                                  3,899       3,826
    Accounts payable and accrued expenses                    552         573
-----------------------------------------------------------------------------
        Total Liabilities                                 57,065      52,013
-----------------------------------------------------------------------------
Partners' Capital
  General Partners' Interests                             (2,211)     (2,275)
  Limited Partners' Interests:
    Beneficial Assignee Interests (7,499,875 interests
      issued and 7,337,425 and 7,183,200 interests
      outstanding as of September 30, 1999 and
      December 31, 1998,respectively)                    167,216     160,632
    SQB Interests (12,587 interests issued and 777 and
      6,946 interests outstanding as of September 30,
      1999 and December 31, 1998, respectively)              411       3,849
  Accumulated other comprehensive income                  95,869      94,867
-----------------------------------------------------------------------------
        Total Partners' Capital                          261,285     257,073
-----------------------------------------------------------------------------
        Total Liabilities and Partners' Capital         $318,350    $309,086
=============================================================================
The accompanying notes are an integral part of these financial statements.

</TABLE>








<PAGE> 16

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
-----------------------------------------------------------------------------
Statements of Income and Comprehensive Income (in thousands,
except per BAC amounts) (Unaudited)
-----------------------------------------------------------------------------
<CAPTION>                                    Three months      Nine months
                                                 ended            ended
                                             September 30,    September 30,
                                            ---------------  ---------------
                                             1999    1998     1999     1998
-----------------------------------------------------------------------------
<S>                                        <C>      <C>     <C>      <C>
Interest Earned
  Interest on investments in
    tax-exempt securities                  $ 4,597  $4,593  $14,189  $13,655
  Interest on investments in
    tax-exempt securities held in trust        901     665    2,229    1,808
  Interest on taxable investments & loans      718     318    1,390      491
  Other, tax-exempt income                      92     157      370      440
-----------------------------------------------------------------------------
      Total Interest Earned                  6,308   5,733   18,178   16,394
-----------------------------------------------------------------------------
  Finance interest expense                    (536)   (500)  (1,510)  (1,320)
-----------------------------------------------------------------------------
      Net Interest Margin                    5,772   5,233   16,668   15,074
-----------------------------------------------------------------------------
Expenses
  Governance and administrative expenses      (251)   (215)    (821)    (663)
  Other liquidity and growth expenses         (363)   (251)  (1,006)    (636)
-----------------------------------------------------------------------------
      Total Expenses                          (614)   (466)  (1,827)  (1,299)
=============================================================================
Net income                                 $ 5,158  $4,767  $14,841  $13,775
=============================================================================
Other comprehensive income:
  Unrealized (loss) gains on investments   $(2,280) $4,913  $ 1,002  $ 6,550
=============================================================================
Comprehensive income                        $2,878  $9,680  $15,843  $20,325
=============================================================================
Net income allocated to BAC holders         $5,058  $4,576  $14,534  $13,222
=============================================================================
Net income per BAC                          $0.689  $0.637   $1.983   $1.840
=============================================================================
Weighted Average BACs outstanding            7,337   7,185    7,329    7,185
=============================================================================
Net income per BAC-assuming dilution<F1>    $0.688  $0.631   $1.978   $1.821
=============================================================================
Weighted Average BACs outstanding -
  assuming dilution<F1>                      7,352   7,252    7,347    7,262
=============================================================================
Distribution per BAC                        $0.520  $0.510   $1.550   $1.515
=============================================================================

<PAGE> 16-continued

<FN>
<F1> Reflects the dilutive effect of unexercised stock options.
</FN>
 The accompanying notes are an integral part of these financial statements.
</TABLE>




















































<PAGE> 17

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
------------------------------------------------------------------------------
Statement of Partners' Capital (in thousands, except per BAC and SQB amounts)
(Unaudited)
------------------------------------------------------------------------------
<CAPTION>
                                       Limited Partner    Accumulated
                                           Interest          Other
                             General  ------------------ Comprehensive
                             Partners   BACs       SQBs      Income   Total
------------------------------------------------------------------------------
<S>                          <C>       <C>        <C>      <C>      <C>
Balance, December 31, 1998   $(2,275)  $160,632   $3,849   $94,867  $257,073
==============================================================================
Comprehensive Income:

Net Income, including
  $0.644 per BAC and $7.57
    per SQB                       97      4,711       13         0     4,821

Unrealized gains on
  investments                      0          0        0     2,774     2,774
                             -------------------------------------------------
  Total comprehensive income      97      4,711       13     2,774     7,595

Allocation of SQB Capital          0      2,875   (2,875)        0         0

Distributions payable to
  Partners including $0.51
    per BAC and $12.38
    per SQB                      (77)    (3,730)     (22)        0    (3,829)
==============================================================================
Balance, March 31, 1999
(Unaudited)                  $(2,255)  $164,488   $  965   $97,641  $260,839
==============================================================================
Comprehensive Income:

Net Income (loss),
  including $0.650 per BAC
    and $(0.340) per SQB          97      4,765        0         0     4,862

Unrealized gains on
  investments                      0          0        0       508       508
                             -------------------------------------------------
  Total comprehensive income      97      4,765        0       508     5,370

Allocation of SQB Capital          0        499     (499)        0         0

Distributions payable to
  Partners including $0.52
    per BAC and $12.38
    per SQB                      (78)    (3,816)     (10)        0    (3,904)
==============================================================================
Balance, June 30, 1999
(Unaudited)                  $(2,236)  $165,936   $  456   $98,149  $262,305
==============================================================================
<PAGE> 17-continued

Comprehensive Income:

Net Income (loss),
  including $0.689 per BAC
    and $(4.560) per SQB         103      5,058       (3)        0     5,158

Unrealized gains on
  investments                      0          0        0    (2,280)   (2,280)
                             -------------------------------------------------
  Total comprehensive income     103      5,058       (3)   (2,280)    2,878

Allocation of SQB Capital          0         37      (37)        0         0

Distributions payable to
  Partners including $0.52
    per BAC and $6.19
    per SQB                      (78)    (3,815)      (5)        0    (3,898)
==============================================================================
Balance, September 30, 1999
(Unaudited)                  $(2,211)  $167,216   $  411   $95,869  $261,285
==============================================================================
 The accompanying notes are an integral part of these financial statements.

</TABLE>

































<PAGE> 18

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
-----------------------------------------------------------------------------
Statements of Cash Flows (in thousands) (Unaudited)
-----------------------------------------------------------------------------
<CAPTION>
                                                        Nine months ended
                                                          September 30,
                                                     ------------------------
                                                        1999        1998
-----------------------------------------------------------------------------
<S>                                                   <C>          <C>
Operating Activities:
  Net income                                          $14,841      $13,775
  Adjustments to reconcile net income
    to net cash provided by operating activities:
  Changes in Accounts payable and accrued expenses        (21)        (882)
-----------------------------------------------------------------------------
Net cash provided by operating activities              14,820       12,893
-----------------------------------------------------------------------------
Investing Activities:
  Investment in new assets                            (14,689)     (14,944)
  Litigation Settlement Payments<F1>                        0       (1,538)
  Increase in other assets, net<F2>                    (1,295)        (362)
  Redemption of SQB interests                               0          (80)
-----------------------------------------------------------------------------
Net cash used in investing activities                 (15,984)     (16,924)
-----------------------------------------------------------------------------
Financing activities:
  Increase in financing debt                            5,000       20,440
  Distributions paid                                  (11,557)     (11,263)
-----------------------------------------------------------------------------
Net cash (used) provided by financing activities       (6,557)       9,177
-----------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents   (7,721)       5,146
Cash and cash equivalents, beginning of period         18,011       11,694
-----------------------------------------------------------------------------
Cash and cash equivalents, end of period              $10,290      $16,840
=============================================================================
<FN>
<F1> In connection  with  the  settlement of the OTEF II litigation
     discussed  in prior  reports, OTEF II made a final payment  of
     plaintiff's counsel fees  and expenses in the amount of  $1.54
     million in the second quarter of 1998 upon the  expiration  of
     all appeal periods and dismissal of the state court action.
<F2> Other  assets  represent  primarily deferred costs incurred in
     connection financing transactions, none of which are recurring
     operating   activities.   Such  deferred  costs  are  net   of
     amortization expense  which is included in other  Liquidity  &
     Growth expenses as  presented in the Statements of Income  and
     Comprehensive Income.
</FN>

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

<PAGE> 19

-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

Note 1.  Financial Statements

       The financial statements reflect all adjustments which, in
the  opinion of the Managing General Partner of Oxford Tax Exempt
Fund  II Limited Partnership ("Oxford Tax Exempt Fund II,"  "OTEF
II"  or  the  "Partnership"),  are necessary  to  present  fairly
OTEF  II's  financial  position as  of  September  30,  1999  and
December  31,  1998, the Statements of Income  and  Comprehensive
Income  for the three and nine-month periods ended September  30,
1999 and 1998, the Statement of Partners' Capital as of September
30,  1999,  and  the Statements of Cash Flows for the  nine-month
period  ended September 30, 1999 and 1998, 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, 1998.

Note 2.  General Business

       The  Partnership, which was formed under the laws  of  the
State  of  Maryland, commenced operations on March  1,  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").

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

Note 3.  Significant Accounting Policies

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

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

<PAGE> 20

-----------------------------------------------------------------
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, formerly OTEF, BAC Holders
(collectively, "OTEF II BAC Holders") are required to  report  on
their  individual  tax returns their allocable share  of  taxable
income, gains, losses, deductions, and credits of OTEF II.

       Comprehensive Income.  Comprehensive income includes  both
"Net  Income"  and  "Other Comprehensive  Income".   OTEF's  only
source  of "other comprehensive income" is related to the  change
in  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
months  ended  September 30, 1999 OTEF II reported on  unrealized
loss  on  investments in tax exempt securities  of  approximately
$2.2  million due to upward market fluctuations in interest rates
which resulted in a higher discount of the bonds.  For  the  nine
month  period  ended  September 30, 1999  and 1998, OTEF recorded
"Other Comprehensive  Income"  from  unrealized   gains   on  its
investment in tax-exempt securities of approximately  $1  million
and $6.6 million,  respectively. Cumulative "Other  Comprehensive
Income"  from  unrealized  gains on investments was $95.9 million
and $85.1 million at September 30, 1999 and 1998, respectively.

      Investments.  As previously reported, on September 1, 1995,
the  then Existing MRBs were transferred from OTEF to OTEF II  at
their  book  value of approximately $153 million.   The  OTEF  II
Managing General Partner estimated at September 30, 1999 that the
fair  value of the Original Refunding Bonds and the Existing MRBs
was  approximately  $248.8 million and,  accordingly,  unrealized
appreciation on these investments of $95.9 million is recorded as
a  credit  to partners' capital.  The current fair value  of  the
Existing  MRBs  was  determined by the Managing  General  Partner
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.  The
Dallas   and   Jacaranda  bonds  are  recorded  at  cost,   which
approximates their fair market values at September 30, 1999.  Due
to  the recent securitization transaction with Merrill Lynch  the
Carpenter  Bonds  were  adjusted to their face  amount  of  $14.2
million.



<PAGE> 21

-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

       Investments  are  accounted for using  the  provisions  of
Statement  of Financial Accounting Standards No. 115  "Accounting
for Certain Investments in Debt and Equity Securities" ("SFAS No.
115").  Under this method the investments are reflected at  their
current estimated fair value, with cumulative unrealized gains or
losses being credited or charged as unrealized gains or losses on
investments  directly  to  partners'  capital,  rather  than  the
Statement  of  Income.   Interest on all  bonds  other  than  the
Existing  MRBs  are  recorded  as  interest  income  as   earned.
Interest income on the Existing MRBs is recorded based on current
projected  cash  flows.  Accrued interest on  the  Series  A  and
Series B and New bonds as of September 30, 1999 and 1998 was $1.6
million, $1.5 million, respectively.

       Accounting  for  earnings per share.  Basic  earnings  per
share,   a   measure  required  by  the  Statement  of  Financial
Accounting  Standards No. 128 ("SFAS No. 128"), does not  include
incentive  BAC  options  as  common share  equivalents.   Diluted
earnings  per  share reflects the potential dilution  that  could
occur  if  such options or other contracts to issue  shares  were
exercised or resulted in the issuance of an incremental amount of
new  shares  based on the Treasury Method.  The  Treasury  Method
assumes  that the proceeds from exercise of the options are  used
to  purchase shares at the average market price during the  three
month reporting period, which was $24.42 and $26.62 for September
30,  1999  and 1998, respectively.  The incremental  shares  (the
difference  between the number of shares assumed issued  and  the
number   of  shares  assumed  purchased)  is  included   in   the
denominator  of  the  diluted  earnings  per  share  computation.
"Incremental"   BAC  shares  were  approximately  7,347,000   and
7,262,000 for September 30, 1999 and 1998, respectively.

       Net  Income and Distributions per BAC and SQB.  Net income
and  distributions  per BAC and net income and distributions  per
SQB  are based upon the weighted average number of BACs and  SQBs
outstanding during the applicable period.  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
BACs  outstanding at September 30, 1997.  In December 1998,  OTEF
purchased  2,000 BACs on the open market in accordance  with  its
BAC  repurchase  program, leaving 7,183,200 BACs  outstanding  at
December 31, 1998.  During the third quarter of 1997, 5,494  SQBs
were  redeemed  for a total cost of $3.0 million.  An  additional
147   SQBs   were  redeemed  during  1998,  leaving  6,946   SQBs
outstanding  at December 31, 1998.  In the first nine  months  of
1999, 6,169 of the remaining 6,946 SQBs were converted to 154,225
BACs in accordance with OTEF II's voluntary exchange offer, which
expired on July 31, 1999.  At March 31, 1999 there were 7,312,950
BACs  and 1,756 SQBs outstanding.  In the second quarter of  1999
an  additional 910 SQBs were converted to 22,750  BACs.   In  the
third  quarter of 1999 and additional 69 SQBs were  converted  to
1,725 BACs.  At September 30, 1999 there were 7,337,425 BACs  and

<PAGE> 22

-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

777  SQBs  outstanding.  For the nine-months ended September  30,
1999,  approximately $0.05 million of general and  administrative
costs were incurred in connection with the exchange program.

      Statements of cash flows.  The statements of cash flows are
intended to reflect only cash receipts and cash payment activity.
The  statements  do not reflect investing and financing  activity
that  affect recognized assets or liabilities that do not  result
in  cash  receipts  or  cash payments.   This  non-cash  activity
consists  of distributions payable to Partners, SQB Holders,  and
BAC  Holders  of approximately $3.9 million and $3.8  million  at
September 30, 1999 and 1998, respectively.

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

       Accounting for SQBs.  The SQBs are designed to  replicate,
to  the  extent  possible, the economic  interest  that  the  SQB
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 equity 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  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 Original 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
(loss) for the three and nine-months ended September 30, 1999  is
as follows:










<PAGE> 23

-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

<TABLE>
-----------------------------------------------------------------
           STATEMENT OF STATUS QUO BAC INCOME (LOSS)
        (in thousands, except per SQB interest amounts)
                         (Unaudited)
-----------------------------------------------------------------
<CAPTION>
                                   Three Months     Nine Months
                                       Ended           Ended
                                   September 30,   September 30,
                                  --------------- ---------------
                                     1999  1998     1999  1998
                                  --------------- ---------------
<S>                                <C>     <C>     <C>    <C>
Revenues
  Interest on Bonds                $   12  $  108  $   56 $  320
  Other Interest                        0       3       1      9
-----------------------------------------------------------------
                                       12     111      57    329

Expenses
  Governance and Administration       (15)    (16)    (47)   (50)
  Litigation expenses                   0       0       0     (2)
-----------------------------------------------------------------
Net income to SQB holders          $   (3) $   95  $   10 $  277
=================================================================
Other comprehensive income:
  Unrealized gains on investment        1     114      14    152
=================================================================
Comprehensive income               $   (2) $  209  $   24 $  429
=================================================================
Weighted average SQBs outstanding     777   6,946   1,126  6,977
=================================================================
Net income (loss) per SQB interest $(4.56) $13.77  $ 8.40 $39.72
=================================================================
Distribution per SQB interest      $ 6.19  $12.38  $30.95 $37.14
=================================================================
</TABLE>

      As previously reported, since substantially all of the SQBs
outstanding  at December 31, 1998 have been exchanged  for  BACs,
the  remaining  SQBs  have  been  allocated  increased  share  of
administrative costs, which are relatively fixed costs  that  are
not dependent on the number of SQBs outstanding.  For the quarter
ended  September 30, 1999, these costs exceeded income, resulting
in   a   net   loss   of   $4.56  per  SQB.    Accordingly,   the
September  30,  1999 distribution will be paid  exclusively  from
existing  cash reserves allocable to remaining SQB  holders.   In
the  absence of a sale of any remaining SQB assets, a  redemption
by  one or more Operating Partnerships of the bonds in which  SQB
holders  have  an  ownership  interest,  or  some  other  capital
transaction,  the  Managing  General  Partner  expects  that  SQB
holders will continue to realize net losses in the future.
<PAGE> 24

-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

       Based on OTEF II's existing cash reserves allocable to the
remaining  SQBs and the Managing General Partner's  estimates  of
allocable  interest payments received by OTEF II  from  recurring
cash  flow  and  expenses allocable to SQB holders,  the  current
level  of  SQB  quarterly distributions can  only  be  maintained
through the fourth quarter of 1999 before these cash reserves are
substantially depleted.  Thereafter, in the absence of a sale  of
any  remaining  SQB  assets,  or a  redemption  by  one  or  more
borrowers  of  the bonds in which SQB holders have  an  ownership
interest,  or some other transaction of a capital nature,  it  is
anticipated   that   SQBs  will  no  longer   receive   quarterly
distributions  payable  from  recurring  operations.    Continued
losses will cause a reduction in the SQB capital accounts,  which
will  reduce  the amount of net proceeds from any future  capital
transaction otherwise payable to SQB holders.  See Note 5.

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,  sale,
refinancing  and  liquidation  proceeds.  Distributions  to   the
General  Partners totaled approximately $0.08 million  for  three
months   ended  September  30,  1999  and  September  30,   1998,
respectively.

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

       Fees.   For the nine months ended September 30,  1999  and
1998  total  fees  paid  to Oxford Realty Financial  Group,  Inc.
("ORFG")  and other Oxford affiliates by OTEF II or the Operating
Partnerships  amounted  to approximately $1.8  million  and  $1.6
million, respectively, as discussed below.

       ORFG  provides  various asset management-related  services
relating  to  the  Mortgaged Properties and OTEF II's  investment
therein.  It also provides additional services in connection with
OTEF II's investment in New Assets, as described below.  The fees
payable  to ORFG for the services it is providing currently  (the
<PAGE> 25

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Notes to Financial Statements
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"Existing   Fees")  are  operating  expenses  of  the   Operating
Partnerships that are payable prior to the payment of interest on
the Existing MRBs.

       ORFG receives an acquisition fee from OTEF II for finding,
analyzing and acquiring a New Asset.  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.   For  the
nine   months  ended  September  30,  1999  and  1998  OTEF  paid
acquisition fees of $0.42 and $0.35 million, respectively.

       OTEF  II  also  pays  ORFG an advisory  fee  for  managing
OTEF  II's New Assets after their acquisition.  The advisory fee,
which  is  payable monthly, 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
("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.
Total  advisory fees paid by OTEF II to ORFG for the nine  months
of  1999  and  1998 were approximately $0.30 and  $0.16  million,
respectively.

       For the nine months ended September 30, 1999 and 1998, the
Operating Partnerships, paid ORFG total asset management fees  of
approximately $0.56 million and $0.55 million, respectively.  For
the  nine  months ended September 30, 1999 and 1998, the original
<PAGE> 26

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Notes to Financial Statements
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Operating  Partnerships also paid ORFG, in the  aggregate,  $0.52
million   of  fees  pursuant  to  the  OTEF  Restructuring   Plan
Administration/Asset Management Fee Agreement,  which  amount  is
equal  to  0.25% per annum of the principal amount of  the  bonds
collateralized by the properties owned by the original  Operating
Partnerships    ("Existing   Mortgaged   Properties").     Oxford
affiliates may also receive other fees and expense reimbursements
from  entities  other  than  OTEF  II  in  connection  with   the
acquisition,   financing  or  refinancing,   operation,   repair,
replacement and improvement of Mortgaged Properties.

        Expense   Reimbursements.   OTEF  II  and  the  Operating
Partnerships also reimburse ORFG for certain expenses  it  incurs
in  providing  services with respect to the mortgaged  properties
and   the   administration   of   OTEF   II's   affairs.    Total
reimbursements  to the General Partners and their affiliates  for
the  nine-month  period ended September 30, 1999  and  1998  were
approximately $0.617 million, $0.460 million, respectively.   The
Managing  General Partner anticipates that the amount of  expense
reimbursements  payable  by OTEF II will increase  in  accordance
with  the terms of OTEF II's partnership agreement due, in  part,
to  the  additional acquisition and financing activities relating
to  the  Liquidity and Growth Plan.  The portion of  the  expense
reimbursement  relating to salaries is determined  based  on  the
actual  time the officers and employees devote to OTEF  II  based
upon their respective wage rate.

      Incentive Option Plan.  On May 21, 1997, OTEF II adopted an
incentive  option  plan  (the "Incentive Option  Plan")  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
8.2%  of  the outstanding OTEF II BACs on a fully diluted  basis.
Such  options are exercisable for 10 years. The Managing  General
Partner has awarded all of the OTEF II BACs authorized under  the
terms  of  the  Incentive Option Plan.  Of the  652,125  options,
613,000  were  fully vested upon issuance and 39,125  are  vested
equally  over  3 years commencing January 1, 1998.  The  exercise
price  for all options is $23.88 per BAC, which approximated  the
fair  market value at the date of grant.  At September  30,  1999
the BAC market price of $24 was not materially different than the
option exercise price.  Since the date of grant, no options  have
been exercised.

       Guarantees  and Pledges.  In connection with the  Lakeside
North  and  Summerwalk  investments,  OTEF  II,  along  with  the
operating partnership that owns the applicable property, executed
a  guaranty  agreement relating to payment of issuer and  trustee
fees   and  expenses  (including  expenses  of  their  respective
counsel),   as  well  as  an  indemnity  agreement  relating   to
environmental  matters  pertaining  to  the  property.   OTEF  II
<PAGE> 27

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Notes to Financial Statements
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obtained Phase I environmental site assessment reports for  these
investments  which,  subject to the limitations  stated  therein,
conclude  generally  that  no  adverse  environmental  conditions
requiring  remediation  exist at either site.   Accordingly,  the
Managing  General  Partner believes that OTEF II  does  not  have
material   financial   exposure  under  these   agreements.    In
connection  with  the  Carpenter  bond  securitization,  OTEF  II
pledged  the  $10.3  million of Dallas bonds as  collateral.   In
connection with the River Reach investment transaction,  OTEF  II
executed  a standby reimbursement agreement with a Merrill  Lynch
affiliate  which  effectively guarantees the obligations  of  the
Naples Borrower to Banco Santander Central Hispano, S.A.  OTEF II
may execute similar agreements in connection with new investments
made after the date of this report.

Note 5.  Subsequent Events.

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

       In  addition, in connection with the remarketing, the  San
Bruno  and  Apollo Operating Partnerships delivered  to  OTEF  II
interest-bearing, demand promissory notes dated November 1, 1999,
in the amount of $8,833,577 and $5,181,076.36, respectively.  The
principal  amount  of  the  San Bruno  note  reflects  contingent
interest  in  the  amount of $8,599,800 due and  payable  on  the
remarketing date together with accrued but unpaid base  interest;
the  principal  amount  of the Apollo note reflects  accrued  but
unpaid  interest only since no contingent interest  was  due  and
payable  on the remarketing date.  The demand notes bear floating
rate interest at  the  short-term applicable federal  rate.   The
contingent  interest  owed by the San Bruno Operating Partnership
has not  been  accrued  on OTEF II's financial statements through
September  30, 1999.

      OTEF  II is continuing to explore with the Apollo Operating
Partnership   a   possible  bond  restructuring  or   refinancing
transaction.   The  Managing  General  Partner currently believes
that the amount of the  Apollo  bond  and  cumulative unpaid base
interest exceeds the value  of  the  property owned by the Apollo
Operating Partnership.  The San  Bruno  Operating  Partnership is
<PAGE> 28

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Notes to Financial Statements
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currently considering a refinancing of its mortgage indebtness in
addition  to  a  possible  bond  restructuring  or other  capital
transaction.  The  Managing  General  Partner  currently believes
that the value of  the  property owned by the San Bruno Operating
Partnership exceeds the  combined  outstanding  principal balance
of the San Bruno  bond  in  the amount of $26,060,000 and the new
demand  note  in  the amount of  $8,833,577  described above, and
that OTEF will realize the value of  the  San Bruno bond  and the
demand note through a  future  sale,  securitization, refinancing
or other capital transaction  involving the bond and/or the note,
or a repayment of the bond and note by  the San  Bruno  Operating
Partnership in accordance  with  the  terms  of such instruments.

      Distributions.  On November 12, 1999, the Managing  General
Partner paid a distribution of $0.52 per BAC and $6.19 per SQB to
holders of record as of September 30, 1999.





































<PAGE> 29
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Instructions for Investors who wish to reregister or transfer
OTEF II BACs or SQBs
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On   July  22,  1997,  the American Stock Exchange began  trading
OTEF  II  BACs under the ticker symbol, OTF.       Please  follow
the instructions below to expedite the reregistration or transfer
of  ownership of any OTEF II BACs or Status Quo BACs ("SQB") that
you may own.

  IF YOU DO NOT HOLD CERTIFICATES

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

  IF YOU HOLD CERTIFICATES

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

     All  notices,  claims, certificates, requests,  demands  and
  other communications relating to transfers of OTEF II BACs  and
  SQBs should be sent to:
                    Registrar and Transfer Company
                    Attn:  William Tatler, Vice President
                    Stock Transfer Department
                    10 Commerce Drive
                    Cranford, NJ  07016

All phone calls relating to such transfers should be directed
  to:               Registrar and Transfer Company
                    Stock Transfer Department
                    1-800-368-5948

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

     The  Quarterly  Report on Form 10-Q for  the  quarter  ended
  September  30,  1999,  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