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

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

          For the quarterly period ended June 30, 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 jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

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

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

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

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

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

At  June  30, 1999, the following classes of beneficial  assignee
interests  of Oxford Tax Exempt Fund II Limited Partnership  were
outstanding:    (i)   7,335,700  beneficial  assignee   interests
("BACs")  with  an aggregate market value ($24.56 per  share)  of
$180,164,792, and (ii) 846 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 14 through 17  of  OTEF
II's Quarterly Report (Unaudited).

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

    A  discussion of OTEF II's financial condition and results of
operations for the three and six-month period ended June 30, 1999
is  incorporated  herein  by reference to  sequentially  numbered
pages  6  through 13 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  June 30,  1999,  follows   on
     sequentially numbered pages 5 through 26 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: 8/13/99     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: 8/13/99     By:  /S/ Francis P. Lavin
      -------          ------------------------------------------
                       Francis P. Lavin
                       Director and President


Date: 8/13/99     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)

                          June 30, 1999


















     CONTENTS

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
















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Report of Management
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    The following report provides information about the financial
condition  of  Oxford Tax Exempt Fund II Limited  Partnership,  a
Maryland limited partnership ("OTEF II" or the "Partnership"), as
of  June  30, 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  June  30,  1999.   The
Managing   General  Partner  declared,  on  June   16,   1999   a
distribution for the quarter ended June 30, 1999 in the amount of
$0.52 per BAC, and $12.38 per SQB holders.  For BAC holders, this
represents  an increase of 2% over the first quarter distribution
of  1999.  For SQB holders, this distribution is the same  amount
as has been paid each quarter since September 1997.

    Investment Transactions.  On April 9, 1999 affiliates of OTEF
II  acquired  all  of  the partnership interests  of  Carrollwood
Lakeside  North Partners, Ltd. ("Lakeside Borrower"), which  owns
Lakeside  North  at  Carrollwood Apartments,  a  168-unit  garden
apartment community in Tampa, Florida.  The property is  financed
with  $6.13  million  of  tax-exempt  bonds,  which  bear  annual
interest  at  5.95%, and are secured by a first mortgage  on  the
property.   While the bonds are currently held by third  parties,
OTEF  II  expects to purchase and restructure them in the future.
At  closing,  OTEF  II agreed to provide a taxable  loan  to  the
Lakeside  Borrower in the maximum amount of $2 million,  with  an
initial  advance  of  approximately $1.5  million.   The  initial
advance  was  used  to fund a portion of the property's  purchase
price,  and  various  costs, expenses, capital  improvements  and
reserves.  The terms of this loan are anticipated  to  result  in
substantially all of the property's  cash  flow  remaining  after
payment of debt service on the  tax-exempt  bonds, and  projected
appreciation in value being paid to  OTEF II as  interest  during
the term of the loan.

     On  June  10,  1999,  OTEF  II  completed  a  securitization
transaction  with  Merrill Lynch involving the $14.2  million  of
Carpenter  bonds held in OTEF II's portfolio.  OTEF II  purchased
approximately  64%  of  the  senior  interest  and  all  of   the
subordinated  interests  involved in  this  transaction,  netting
approximately  $5  million after taking into account  transaction
costs  and  the purchase of the subordinated interest.   OTEF  II
also  pledged  the $10.3 million of Dallas bonds to collateralize
this  transaction.   A  portion of these proceeds  were  used  in
connection with the River Reach investment transaction  discussed
below.    The  approximately  $9  million  of  senior   interests
purchased by OTEF II may be sold at any time, providing  OTEF  II
with additional liquidity for future investment transactions.


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Report of Management
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    On  June 11, 1999, Naples-Oxford Limited Partnership ("Naples
Borrower"),  an  affiliate  of OTEF  II,  acquired   River  Reach
Apartments,  a  556-unit garden apartment  community  in  Naples,
Collier  County,  Florida.  The property  is  financed  with  $24
million of floating rate, tax-exempt bonds.  While the bonds  are
currently held by third parties, OTEF II expects to purchase  and
restructure  them in the future.  At closing, OTEF II  agreed  to
provide  a  taxable loan to the Naples Borrower  in  the  maximum
amount  of  $13 million, with an initial advance of approximately
$12.7 million.  The initial advance was used to fund a portion of
the  property's  purchase  price, and  various  costs,  expenses,
capital  improvements  and reserves.  The terms of this loan  are
anticipated to result in substantially all of the property's cash
flow remaining after payment of debt  service  on the  tax-exempt
bonds, and projected appreciation in value being paid to  OTEF II
as interest during the term of the loan.

   OTEF II and the Naples Borrower also closed a letter of credit
transaction  with  respect  to  the  senior  River  Reach   bonds
involving   Banco   Santander  Central  Hispano,   S.A.   ("Banco
Santander")  and  certain Merrill Lynch affiliates.   The  Naples
Borrower  entered  into  a  reimbursement  agreement  with  Banco
Santander.   The  obligations  of the Naples  Borrower under  the
reimbursement agreement were guaranteed by Merrill Lynch  Capital
Corp.  pursuant to a standby reimbursement agreement  with  Banco
Santander,  and  by  OTEF II pursuant to a standby  reimbursement
agreement  with  Merrill Lynch Capital Corp. The  new  letter  of
credit  has  a stated expiration date of June 10, 2000.

   On June 16, 1999, OTEF II and the Jacaranda Borrower closed  a
bond refunding transaction.  In connection with this transaction,
the  interest rate on the $11.8 million of senior Jacaranda bonds
was  converted  to  a  fixed spread over  BMA,  a  floating  rate
municipal bond index, and the existing letter of credit  provided
by  South  Trust  Bank, National Association,  was  released.   A
Merrill  Lynch  affiliate purchased the senior  refunding  bonds.
OTEF II exchanged the subordinated tax-exempt bonds that it held,
and which bore interest at 6.25% per annum, for new  subordinated
tax-exempt bonds which bear interest at annual rate of 11%.

    As  previously  reported, OTEF II has begun working  on  bond
refunding  and  refinancing  transactions  with  respect  to  the
Summerwalk property.  The $10 million of senior tax-exempt  bonds
secured  by  this property are currently held by  third  parties.
The letter of credit that secures these bonds expires on December
15,  2000.   Based on its preliminary discussions,  the  Managing
General Partner anticipates consummating refunding or refinancing
transactions for this property where the requirement to  maintain
the  letter  of credit is eliminated and the bonds are refinanced
or  possibly  acquired  by  OTEF II as  part  of  a  refinancing,
although  no assurances can be given that these transactions  can
be consummated in a timely manner.


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Report of Management
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    Status  Quo  BACs.   As  of July 31,  1999,  6,144  SQBs,  or
approximately 88% of the 6,946 SQBs outstanding at  December  31,
1998,  had been converted to 153,600 BACs in accordance with  the
voluntary exchange offer made by OTEF II earlier this  year.   As
previously announced, all SQB holders who converted prior to June
25,  1999 will receive a second quarter BAC distribution of $0.52
per  BAC  and  a full quarter's BAC income as BAC  holders.   SQB
holders  converting  after June 24, 1999  will  receive  a  third
quarter  BAC distribution.  The voluntary exchange offer  program
expired on July 31, 1999.

    The  June 30, 1999 distribution to SQB holders of $12.38  per
SQB  payable on August 13, 1999 will be paid exclusively from SQB
cash reserves.  The Managing General Partner anticipates that  at
this  distribution  level  these  reserves will be fully expended
after two more quarters.  Because 88% of existing  SQBs have been
exchanged  for   BACs,  the  remaining  SQBs  will  be  allocated
increased  shares of administrative costs, which  are  relatively
fixed  costs  that  are  not dependent  on  the  number  of  SQBs
outstanding.  These costs reduced net income per SQB to zero  for
the quarter ended June 30, 1999, and the SQBs are not expected to
realize net income from recurring operations in the future.

    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.
<PAGE> 9
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Report of Management
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    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
transactions.   As  of June 30, 1999, OTEF II held  approximately
$9.6  million in cash and cash equivalents, a decrease  of   $8.4
million,  or approximately 47%, 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 was primarily attributable to
the  Lakeside  North  and  River Reach  investment  transactions.
Total liabilities of OTEF II shown on the balance sheet increased
by  $5.1  million to approximately $57.1 million as of  June  30,
1999  from  $52 million at December 31, 1998, due to the  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 Carpenter, OTEF  II acquired  approximately
$9 million of senior trust interests, which  may  be sold  at any
time in order 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  June  30,
1999  no  payments were required to be made by the  counter-party
pursuant to these interest cap agreements.
<PAGE> 10
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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 June 30, 1999 was approximately
$52.6 million, compared to $47.6 million as of December 31, 1998.
OTEF  II's financing debt represents approximately 16.5% of  OTEF
II's  total  assets (or 32.7% 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 3.98% for the six months ended June
30,  1999.   The credit enhancement associated with approximately
$27.2  million of this financing debt was recently extended  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
allocable to BAC Holders, as well as other bonds acquired by OTEF
II   pursuant  to  the  Liquidity  and  Growth  Plan  ("Liquidity
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Report of Management
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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,  1998
to  3.75%; 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
six months ended June 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
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
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Report of Management
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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 which may provide under  certain
circumstances additional sources of funds to enable them  to  pay
their  respective  debt service on the Series  A  Bonds  and  the
Series  B  Bonds and related fees and expenses. As  of  June  30,
1999,  the aggregate amount of net excess cash flow held  in  the
Operating  Partnership  escrows was approximately  $3.2  million,
including deposits from June's cash flow compared to $2.2 million
at the end of 1998.

Existing MRBs

   As of June 30, 1999, OTEF II held Existing MRBs for two of the
Operating Partnerships.  Although the Managing General Partner is
continuing its efforts to refund these Existing MRBs, as well  as
exploring  other alternatives, no assurances can  be  given  that
these  bonds can or will be refunded.  As of June 30,  1999,  the
two  Operating  Partnerships had cumulative unpaid Base  Interest
and  interest on interest at 8.25% per annum, compounded monthly,
of  approximately  $5.4 million with respect  to  these  Existing
MRBs.   The  unpaid  Base Interest is not accrued  on  OTEF  II's
financial statements.

Results of Operations

    OTEF II Distributions.  Distributions to Partners will amount
to  approximately $3.9 million, or $0.52 per BAC and  $12.38  per
SQB holders of record as of June 30, 1999.

    OTEF  II's  Three-Month Operations.  For financial  statement
purposes, Net Income allocated to BAC holders and Net Income  per
BAC  was  $4.8 million and $0.650, respectively, for  the  three-
month period ended June 30, 1999, as compared to $4.3 million and
$0.594,  respectively, for the three-month period ended June  30,
1998,  representing  an increase of approximately  12%  over  the
prior  comparative period.  OTEF II's total revenues and expenses
for  the  second quarter increased by approximately 13% and  32%,
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
<PAGE> 13
-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------
implementation  of  the Liquidity & Growth  Plan  that  were  not
incurred in the prior comparative period.

    OTEF  II's  Six-Month  Operations.  For  financial  statement
purposes, Net Income allocated to BAC holders and Net Income  per
BAC  was $9.5 million and $1.294, respectively, for the six-month
period  ended  June  30, 1999, as compared to  $8.6  million  and
$1.203,  respectively, for the six-month period  ended  June  30,
1998,  representing  an increase of approximately  10%  over  the
prior  comparative  period.  OTEF II's 1999  total  revenues  and
expenses for the six-month period increased by approximately  11%
and  32%,  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 7,335,700 BACs outstanding
as of June 30, 1999 compared to 7,185,200 as of June 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
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> 14

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
------------------------------------------------------------------------------
Balance Sheets (in thousands, except per BAC and SQB amounts)
(Unaudited)
------------------------------------------------------------------------------
<CAPTION>
                                                       June 30,
                                                        1999      December 31,
                                                     (Unaudited)      1998
------------------------------------------------------------------------------
<S>                                                    <C>          <C>
Assets
  Investments in tax-exempt securities                 $202,980     $213,900
  Investments in tax-exempt securities held in trust     76,765       62,565
  Taxable investments and loans                          26,164       11,840
  Cash and cash equivalents                               9,572       18,011
  Bond and other interest receivables                     1,600        1,579
  Other assets                                            2,374        1,191
------------------------------------------------------------------------------
      Total Assets                                     $319,455     $309,086
==============================================================================

Liabilities and Partners' Capital
  Liabilities
    Financing debt                                     $ 52,614     $ 47,614
    Distributions payable                                 3,904        3,826
    Accounts payable and accrued expenses                   632          573
------------------------------------------------------------------------------
      Total Liabilities                                  57,150       52,013
------------------------------------------------------------------------------

Partners' Capital
  General Partners' Interests                            (2,236)      (2,275)
  Limited Partners' Interests:
    Beneficial Assignee Interests (7,499,875
      interests issued and 7,335,700 and 7,183,200
      interests outstanding as of June 30, 1999 and
      December 31, 1998, respectively)                  165,936      160,632
    SQB Interests (12,587 interests issued and 846
      and 6,946 interests outstanding as of June 30,
      1999 and December 31, 1998, respectively)             456        3,849
  Accumulated other comprehensive income                 98,149       94,867
------------------------------------------------------------------------------
      Total Partners' Capital                           262,305      257,073
------------------------------------------------------------------------------
      Total Liabilities and Partners' Capital          $319,455     $309,086
==============================================================================

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

</TABLE>





<PAGE> 15

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
------------------------------------------------------------------------------
Statements of Income and Comprehensive Income (in thousands,
  except per BAC amounts)(Unaudited)
------------------------------------------------------------------------------
<CAPTION>
                                            Three months         Six months
                                           ended June 30,      ended June 30,
                                          ----------------    ----------------
                                           1999      1998      1999     1998
------------------------------------------------------------------------------
<S>                                      <C>       <C>      <C>      <C>
Revenues
  Interest on investments in
    tax-exempt securities                $4,719    $4,335   $ 9,592  $ 9,062
  Interest on investments in
    tax-exempt securities held in trust     739       669     1,328    1,143
  Interest on taxable investments & loans   406       153       672      173
  Other, tax-exempt income                  143       162       278      283
------------------------------------------------------------------------------
    Total Revenues                        6,007     5,319    11,870   10,661
------------------------------------------------------------------------------
Expenses
  Governance and administrative expenses    266       207       570      441
  Litigation and settlement costs             0         2         0        7
  Other liquidity and growth expenses       348       170       643      385
  Finance interest expense                  531       489       974      820
------------------------------------------------------------------------------
    Total Expenses                        1,145       868     2,187    1,653
------------------------------------------------------------------------------
Net income                               $4,862    $4,451   $ 9,683  $ 9,008
==============================================================================
Other comprehensive income:
  Unrealized gains on investments           508     1,502     3,282    1,637
==============================================================================
Comprehensive income                     $5,370    $5,953   $12,965  $10,645
==============================================================================
Net income allocated to BAC holders      $4,765    $4,269   $ 9,476  $ 8,646
==============================================================================
Net income per BAC                       $0.650    $0.594   $ 1.294  $ 1.203
==============================================================================
Weighted Average BACs outstanding         7,336     7,185     7,324    7,185
==============================================================================
Net income per BAC-assuming
  dilution <F1>                          $0.648    $0.580   $ 1.290  $ 1.180
==============================================================================
Weighted Average BACs outstanding -
  assuming dilution <F1>                  7,351     7,271     7,346    7,266
==============================================================================
Distribution per BAC                     $0.520    $0.510   $ 1.030  $ 1.005
==============================================================================
<FN>
<F1>  Reflects the dilutive effect of unexercised stock options.
</FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 16
<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
==============================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 17

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
------------------------------------------------------------------------------
Statements of Cash Flows  (in thousands)
(Unaudited)
------------------------------------------------------------------------------
<CAPTION>
                                                    Six months ended June 30,
                                                    --------------------------
                                                        1999         1998
------------------------------------------------------------------------------
<S>                                                  <C>          <C>
Operating Activities:
  Net income                                         $ 9,683      $ 9,008
  Adjustments to reconcile net income
    to net cash provided by operating activities:
  Changes in assets and liabilities:
  Interest receivable and other                          (21)        (155)
  Accounts payable and accrued expenses                   59         (980)
------------------------------------------------------------------------------
Net cash provided by operating activities              9,721        7,873
------------------------------------------------------------------------------
Investing Activities:
  Investment in new assets                           (14,324)     (13,958)
  Litigation Settlement Payments <F1>                      0       (1,538)
  Increase in other assets, net <F2>                  (1,183)        (478)
  Redemption of SQB interests                              0          (80)
------------------------------------------------------------------------------
Net cash used in investing activities                (15,507)     (16,054)
------------------------------------------------------------------------------
Financing activities:
  Increase in financing debt                           5,000       20,440
  Distributions paid                                  (7,653)      (7,436)
------------------------------------------------------------------------------
Net cash (used) provided by financing activities      (2,653)      13,004
------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents  (8,439)       4,823
Cash and cash equivalents, beginning of period        18,011       11,694
------------------------------------------------------------------------------
Cash and cash equivalents, end of period             $ 9,572      $16,517
==============================================================================
<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> 18
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

Note 1.  Financial Statements

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

    As  previously  reported, OTEF II has begun working  on  bond
refunding  and  refinancing  transactions  with  respect  to  the
Summerwalk property.  The $10 million of senior tax-exempt  bonds
secured  by  this property are currently held by  third  parties.
The letter of credit that secures these bonds expires on December
15,  2000.   Based on its preliminary discussions,  the  Managing
General Partner anticipates consummating refunding or refinancing
transactions for this property where the requirement to  maintain
the  letter  of credit is eliminated and the bonds are refinanced
or  possibly  acquired  by  OTEF II as  part  of  a  refinancing,
although  no assurances can be given that these transactions  can
be consummated in a timely manner.

Note 3.  Significant Accounting Policies


<PAGE> 19

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

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

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

    Income Taxes.  No provision has been made for federal, state,
or  local  income taxes in the financial statements  of  OTEF  II
since  the  Partners  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  six
month  period ended June 30, 1999 and 1998, OTEF recorded  "Other
Comprehensive Income" from unrealized gains on its investment  in
tax-exempt  securities  of approximately $3.3  million  and  $1.6
million,  respectively.  Cumulative "Other Comprehensive  Income"
from unrealized gains on investments were $98.1 million and $80.2
million at June 30, 1999 and 1998, respectively.

    Investments.  As previously reported, on June  1,  1995,  the
then Existing MRBs were transferred from OTEF to OTEF II at their
book  value of approximately $153 million.  The OTEF II  Managing
General Partner estimated at June 30, 1999 that the fair value of
the   Original  Refunding  Bonds  and  the  Existing   MRBs   was
approximately   $251.1   million  and,  accordingly,   unrealized
appreciation on these investments of $98.1 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,
<PAGE> 20

-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------
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 June 30, 1999.   Due  to
the  recent  securitization transaction with  Merrill  Lynch  the
Carpenter  Bonds  were  adjusted to their face  amount  of  $14.2
million.

     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 when due.  Interest
income  on the Existing MRBs is recorded when received.   Accrued
interest  on the Series A and Series B and New bonds as  of  June
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 reporting  period,
which  was  $24.70  and  $27.27  for  June  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 7,346,000 and 7,266,000 for June 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 six months  of  1999,
6,100 of the remaining 6,946 SQBs were converted to 152,500  BACs
in  accordance  with OTEF II's voluntary exchange offer  program,
which  expired  on July 31, 1999.  At March 31, 1999  there  were
<PAGE> 21

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

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.  At
June 30, 1999 there were 7,335,700 BACs and 846 SQBs outstanding.
For  the  six-months  ended  June 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
June 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 six-months ended June 30, 1999 is as follows:








<PAGE> 22

<TABLE>
-----------------------------------------------------------------
             STATEMENT OF STATUS QUO BAC INCOME (LOSS)
          (in thousands, except per SQB interest amounts)
                            (Unaudited)
-----------------------------------------------------------------
<CAPTION>
                                  Three Months      Six Months
                                     Ended            Ended
                                    June 30,         June 30,
                               ----------------   ---------------
                                1999      1998    1999     1998
                               ----------------------------------
<S>                             <C>      <C>      <C>     <C>
Revenues
  Interest on Bonds             $   15   $  103   $   44  $  212
  Other Interest                     0        3        1       6
-----------------------------------------------------------------
                                    15      106       45     218
Expenses
  Governance and Administration     15       12       32      34
  Litigation expenses                0        1        0       2
-----------------------------------------------------------------
Net income to SQB holders       $    0   $   93   $   13  $  182
=================================================================
Other comprehensive income:
  Unrealized gains on investment     1       35       13      38
=================================================================
Comprehensive income            $    1   $  128   $   26  $  220
=================================================================
Weighted average SQBs
  outstanding                      846    6,961    1,301   6,993
=================================================================
Net income (loss) per
  SQB interest                  $(0.34)  $13.31   $ 9.99  $26.03
=================================================================
Distribution per SQB interest   $12.38   $12.38   $24.76  $24.76
=================================================================
</TABLE>

    The  June 30, 1999 distribution to SQB holders of $12.38  per
SQB  payable on August 13, 1999 will be entirely paid out of  SQB
cash reserves.  The Managing General Partner anticipates that  at
this  level  these  reserves will last only  two  more  quarters.
Since  a  substantial number of existing SQBs have been exchanged
for BACs, the remaining SQBs will be burdened by increased shares
of  administrative costs.  These costs reduced net income per SQB
to zero for the quarter ended June 30, 1999, and the SQBs are not
expected to realize net income from recurring operations  in  the
future.

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
<PAGE> 23
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------
General Partners totaled approximately $0.08 million for June 30,
1999 and June 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.

   Compensation and Fees.  For the six months ended June 30, 1999
and  1998  total  compensation paid to  Oxford  Realty  Financial
Group,  Inc.  ("ORFG")  and other Oxford affiliates  by  OTEF  II
amounted   to  approximately  $1.3  million  and  $1.2   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
"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
six  months  ended  June 30, 1999 and 1998 OTEF paid  acquisition
fees of $0.42 and $0.35 million, respectively.
<PAGE> 24

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

   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 six months of 1999 and 1998 were approximately
$0.17 and $0.09 million, respectively.

   For the six months ended June 30, 1999 and 1998, the Operating
Partnerships,   paid   ORFG  total  asset  management   fees   of
approximately $0.36 million and $0.38 million, respectively.  For
the  six  months  ended  June 30, 1999  and  1998,  the  original
Operating  Partnerships also paid ORFG, in the  aggregate,  $0.35
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   six-month  period  ended  June  30,  1999  and  1998   were
approximately  $0.41 million, $0.29 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.

<PAGE> 25

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

   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 June 30, 1999 the BAC
market  price  of  $24.56 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  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.   OTEF  II may execute  similar  agreements  in
connection  with  new investments made after  the  date  of  this
report.


Note 5.  Subsequent Events.

    Distributions.    On  August 13, 1999, the  Managing  General
Partner  paid a distribution of $0.52 per BAC and $12.38 per  SQB
to holders of record as of June 30, 1999.






<PAGE> 26
-----------------------------------------------------------------
Instructions for Investors who wish to reregister or transfer
OTEF II BACs or SQBs
-----------------------------------------------------------------
On   July  22,  1997,  the American Stock Exchange began  trading
OTEF  II  BACs under the ticker symbol, OTF.       Please  follow
the instructions below to expedite the reregistration or transfer
of  ownership of any OTEF II BACs or Status Quo BACs ("SQB") that
you may own.

  IF YOU DO NOT HOLD CERTIFICATES

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

  IF YOU HOLD CERTIFICATES

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

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

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

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

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