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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 March 31, 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: None

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

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

At  March  31, 1999, the following classes of beneficial assignee
interests  of Oxford Tax Exempt Fund II Limited Partnership  were
outstanding:    (i)   7,312,950  beneficial  assignee   interests
("BACs")  with  an aggregate market value ($24.06 per  share)  of
$175,949,577, and (ii) 1,756 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-month period ended March  31,  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.

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

Item 3. Defaults Upon Senior Securities.
        None.

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

Item 5. Other Information.
        None.

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

   (a)  Exhibits.

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

   (b)  Reports on Form 8-K.
        None.

   No other items were applicable.



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          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
                                
                            FORM 10-Q
                                
                          EXHIBIT INDEX

(Listed according to the number assigned in the Exhibit Table in
Item 601 of Regulation S-K).

(20) Report furnished to Security Holders.

     Oxford Tax Exempt Fund II Limited Partnership's Quarterly
     Report (Unaudited) dated March 31, 1999, follows on
     sequentially numbered pages 5 through 27 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: 5/14/99     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: 5/14/99     By:  /S/ Francis P. Lavin                      
      -------          ------------------------------------------
                       Francis P. Lavin                          
                       Director and President                    
                                                                 
                                                                 
Date: 5/14/99     By:  /S/ Robert B. Downing                     
      -------          ------------------------------------------
                       Robert B. Downing                         
                       Director and Executive Vice President






                                












<PAGE> 5






          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                        Quarterly Report
                           (Unaudited)

                         March 31, 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  March 31, 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  March  31,  1999.   The
Managing   General  Partner  declared,  on  March  18,   1999   a
distribution for the quarter ended March 31, 1999 in  the  amount
of  $0.51  per BAC, and $12.38 per Status Quo BAC (SQB)  holders.
For BAC and SQB holders, this distribution is the same amount  as
the fourth quarter of 1998.

    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  taxable loan bears interest  at  15.48%  and  is
secured by a second mortgage on the property.

   On April 21, 1999, an affiliate of OTEF II ("Naples Borrower")
entered  into  a  definitive agreement  to  acquire  River  Reach
Apartments,  a  556-unit apartment community located  in  Naples,
Florida.   The property is encumbered by $24 million of  floating
rate, tax-exempt bonds which are currently held by third parties.
OTEF  II expects to purchase these bonds in the future.  OTEF  II
will  also  make  a taxable loan to the Naples  Borrower  in  the
amount of approximately $12 million, which will be used to fund a
portion  of  the  purchase  price,  as  well  as  various  costs,
expenses,  capital improvements and reserves.  This taxable  loan
will  be  secured by a subordinated mortgage, and will be  repaid
from  the  Naples Borrower's available cash flow on an  interest-
only basis.  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, being  paid  to
OTEF   II  as  interest.   The  closing,  which  is  subject   to
satisfaction of certain conditions, is expected to occur near the
end of the second quarter of 1999.
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Report of Management
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    As  previously  reported, OTEF II has begun working  on  bond
refunding  and  refinancing  transactions  with  respect  to  the
Jacaranda and Summerwalk properties.  The senior tax-exempt bonds
secured by these properties ($11.8 million for Jacaranda and  $10
million for Summerwalk) are currently held by third parties.  The
letters  of  credit that secure these bonds expire on August  15,
1999  for  Jacaranda  and December 15, 2000 for  Summerwalk.   If
substitute credit enhancement is not provided by such dates,  the
senior   bonds  must  be  refunded  or  repaid.   Based  on   its
preliminary discussions, the Managing General Partner anticipates
consummating  refunding  or refinancing  transactions  for  these
properties where the requirement to maintain letters of credit is
eliminated  and  the  bonds are refinanced or,  in  the  case  of
Summerwalk,  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.  The Managing
General  Partner  is  continuing to work on  the  bond  refunding
transaction  for  Jacaranda.  It is anticipated  that  this  will
close in the near future.

   Status Quo BACs.  As of May 4, 1999, 5,425 SQBs, or 78% of the
6,946  SQBs  outstanding at December 31, 1998, were converted  to
135,625 BACs in accordance with the voluntary offer made by  OTEF
II  to exchange 25 BACs for each SQB.    As previously announced,
all  SQB  holders  who  converted prior to March  29,  1999  will
receive a first quarter BAC distribution of $0.51 per BAC  and  a
full  quarter's  BAC  income  as BAC  holders.     The  voluntary
exchange offer program has been extended to June 15, 1999.

    The current distribution to SQB holders of $12.38 per SQB  is
approximately  164% of the net income allocable  to  SQB  holders
remaining after the March 31, 1999 exchange.  Since a substantial
number  of  existing SQBs were exchanged for BACs  at  March  31,
1999, the remaining SQBs will be burdened by increased shares  of
administrative costs, which are relatively fixed costs  that  are
not  dependent on the number of SQBs outstanding and  net  income
and  distributions per SQB could be reduced or eliminated in  the
future.   In  order  to maintain the current distribution  level,
OTEF  II  may  have  to  use all or a portion  of  cash  reserves
allocable to SQBs.

    The Information Memorandum states that, subject to receipt of
a  fairness  opinion  from  OTEF  II's  independent  real  estate
consultant, all outstanding SQBs will be purchased or redeemed by
OTEF  II  at  such time as the Managing General Partner  believes
that it would be in the best interests of OTEF II and the holders
of the non-tendered SQBs, but in no event later than December 31,
2003, which date may be extended under certain circumstances.

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
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Report of Management
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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
transactions.   As of March 31, 1999, OTEF II held  approximately
$18.3 million in cash and cash equivalents, an increase of   $0.3
million,  or approximately 2%, from the $18 million in  cash  and
cash equivalents held as of December 31, 1998.  This increase  in
OTEF  II's cash and cash equivalents was primarily the result  of
the  increase  in  the combined interest rates  of  the  Original
Refunding  Bonds  and the resulting increase in interest  income.
Total liabilities of OTEF II shown on the balance sheet decreased
by  $0.1  million to approximately $51.9 million as of March  31,
1999  from $52 million at December 31, 1998, primarily due  to  a
decrease in payables.

    Financing  Transactions.   OTEF II undertakes  securitization
transactions with respect to its bond portfolio from time to time
in  order  to  enhance its overall return on  investment  and  to
generate proceeds which facilitate the acquisition of New Assets.
OTEF II has securitized approximately $62.6 million of its Series
A  Bonds  by  assigning these Series A Bonds to a  Merrill  Lynch
affiliate  which, in turn, deposited them into trusts,  including
two transactions competed during 1998.  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  Series  A  Bonds.  OTEF  II  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.  OTEF II  has  certain
rights  to repurchase and/or refinance the Series A Bonds and  to
repurchase the senior securities and, therefore, retains a  level
of  control  over  the  Series  A  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.

<PAGE> 9
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Report of Management
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    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 March  31,
1999  no  payments were required to be made by the  counter-party
pursuant to these interest cap agreements.

    For  financial  statement purposes,  these  transactions  are
accounted  for  as  financing transactions.  The  amount  of  the
Series   A  Bonds  financed,  approximately  $62.6  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  Series  A  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 March  31,  1999
was approximately $47.6 million, compared to $36.8 million as  of
March   31,   1998.    OTEF   II's  financing   debt   represents
approximately 15.2% of OTEF II's total assets (or 22.2%  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 85 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
3.77%  for  the  three months ended March 31, 1999.   The  credit
enhancement associated with approximately $27.2 million  of  this
financing debt must be renewed or refinanced by August 21,  1999.
The remaining $20.4 million of financial 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 Series A 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.



<PAGE> 10
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Report of Management
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    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 Series A Bonds  and
a purchase of 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 ("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,  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 one 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
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Report of Management
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31,  1997, 4.33% for the twelve months of 1998 and 3.77% for  the
three  months  ended  March 31, 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
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  March  31,
1999,  the aggregate amount of net excess cash flow held  in  the
Operating  Partnership  escrows was approximately  $2.9  million,
including  deposits  from  March's cash  flow  compared  to  $2.2
million at the end of 1998.

Existing MRBs

    As  of March 31, 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 March  31,
1999,  the two Operating Partnerships had cumulative unpaid  Base
Interest  and interest on interest at 8.25% per annum, compounded
monthly,  of  approximately $5.3 million with  respect  to  these
Existing  MRBs.  The unpaid Base Interest is not accrued  in  the
financial statements of OTEF II.
<PAGE> 12
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Report of Management
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Results of Operations

    OTEF II Distributions.  Distributions to Partners will amount
to  approximately  $3.8 million, or $0.51 per Liquidity  BAC  and
$12.38 per SQB holders of record as of March 31, 1999.

    OTEF  II's  Three-Month Operations.  For financial  statement
purposes, Net Income allocated to BAC holders and Net Income  per
BAC  was  $4.7 million and $0.644, respectively, for  the  three-
month  period  ended March 31, 1999, as compared to $4.4  million
and  $0.609, respectively, for the three-month period ended March
31, 1998, representing an increase of approximately 5.7% over the
prior  comparative period.  OTEF II's total revenues and expenses
for  the first quarter increased by approximately 9.8% and 32.7%,
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 7,312,950 BACs outstanding
in  the first quarter of 1999 compared to 7,185,200 in the  first
quarter of 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
<PAGE> 13
-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

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>
                                                     March 31,             
                                                       1999    December 31,
                                                   (Unaudited)    1998 
---------------------------------------------------------------------------
<S>                                                   <C>        <C>
Assets                                                                    
  Investments in tax-exempt securities                $216,674   $213,900 
  Investments in tax-exempt securities held in trust    62,565     62,565 
  Taxable investments and loans                         11,970     11,840 
  Cash and cash equivalents                             18,285     18,011 
  Bond and other interest receivables                    1,607      1,579 
  Other assets                                           1,675      1,191 
---------------------------------------------------------------------------
        Total Assets                                  $312,776   $309,086 
===========================================================================
                                                                           
Liabilities and Partners' Capital                                         
  Liabilities                                                             
    Financing debt                                    $ 47,614   $ 47,614  
    Distributions payable                                3,829      3,826  
    Accounts payable and accrued expenses                  494        573  
--------------------------------------------------------------------------- 
        Total Liabilities                               51,937     52,013  
---------------------------------------------------------------------------

Partners' Capital                                                          
  General Partners' Interests                           (2,255)    (2,275)
  Limited Partners' Interests:                                             
    Beneficial Assignee Interests (7,499,875                               
      interests issued and 7,312,950 and 7,183,200                         
      interests outstanding as of March 31, 1999                            
      and December 31, 1998, respectively)             164,488    160,632 
    SQB Interests (12,587 interests issued and 1,756                       
      and 6,946 interests outstanding as of March 31,                      
      1999 and December 31, 1998, respectively)            965      3,849
  Accumulated other comprehensive income                97,641     94,867      
---------------------------------------------------------------------------
        Total Partners' Capital                        260,839    257,073
---------------------------------------------------------------------------
        Total Liabilities and Partners' Capital       $312,776   $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 ended  
                                                            March 31,      
                                                       --------------------
                                                         1999        1998  
---------------------------------------------------------------------------  
<S>                                                    <C>         <C>     
Revenues                                                                   
  Interest on investments in tax-exempt securities     $4,873      $4,727  
  Interest on investments in tax-exempt securities                           
    held in trust                                         589         474  
  Interest on taxable investments & loans                 266          21  
  Other, tax-exempt income                                135         120  
---------------------------------------------------------------------------
    Total Revenues                                      5,863       5,342 
---------------------------------------------------------------------------
Expenses                                                                  
  Governance and administrative expenses                  304         234
  Litigation and settlement costs                           0           5
  Other liquidity and growth expenses                     295         215
  Finance interest expense                                443         331
---------------------------------------------------------------------------
    Total Expenses                                      1,042         785
---------------------------------------------------------------------------
Net income                                             $4,821      $4,557 
===========================================================================
Other comprehensive income:                                               
 Unrealized gains on investments                       $2,774      $  135
===========================================================================
Comprehensive income                                   $7,595      $4,692
===========================================================================
Net income allocated to BAC holders                    $4,711      $4,377
===========================================================================
Net income per BAC                                     $0.644      $0.609  
===========================================================================
Weighted Average BACs outstanding                       7,313       7,185  
===========================================================================
Net income per BAC - assuming dilution <F1>            $0.644      $0.603  
===========================================================================
Weighted Average BACs outstanding -                                        
   assuming dilution <F1>                               7,318       7,262
===========================================================================
Distribution per BAC <F1>                              $0.510      $0.495  
===========================================================================
<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>
                                     Partner's Limited                      
                                         Interests                          
                                    -------------------  Accumulated       
                                     Beneficial Status      Other           
                           General   Assignee   Quo BAC  Comprehensive     
                           Partners  Interests  Interests    Income   Total     
----------------------------------------------------------------------------
<S>                        <C>       <C>        <C>       <C>      <C>
Balance, December 31, 1998 $(2,275)  $160,632   $3,849    $94,867  $257,073
============================================================================
                                                                            
Comprehensive Income:                                                      
                                                                           
Net Income, including                                                      
 $0.644 per Liquidity 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 Liquidity 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 
============================================================================
                                                                            
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>
                                                      Three months ended     
                                                           March 31,         
                                                 --------------------------
                                                        1999       1998       
---------------------------------------------------------------------------
<S>                                                  <C>        <C>   
Operating Activities                                                       
  Net income                                         $ 4,821    $ 4,557
  Adjustments to reconcile net income to net cash                          
    provided by operating activities:                                       
  Changes in assets and liabilities:                                       
  Interest receivable and other                          (28)       (91)   
  Accounts payable and accrued expenses                  (79)        62     
---------------------------------------------------------------------------
Net cash provided by operating activities              4,714      4,528     
---------------------------------------------------------------------------
Investing Activities                                                       
  Increase in other assets, net <F1>                    (484)    (1,416)    
  Investment in new assets                              (130)         0     
  Redemption of SQB interests                              0        (55)    
---------------------------------------------------------------------------
Net cash (used) in investing activities                 (614)    (1,471)   
---------------------------------------------------------------------------
Financing activities                                                       
  Net proceeds from debt refinancing                       0      9,585    
  Distributions paid                                  (3,826)    (3,719)   
---------------------------------------------------------------------------
Net cash (used) provided by financing activities      (3,826)     5,866   
---------------------------------------------------------------------------
Net increase in cash and cash equivalents                274      8,923    
Cash and cash equivalents, beginning of period        18,011     11,694    
---------------------------------------------------------------------------
Cash and cash equivalents, end of period             $18,285    $20,617    
===========================================================================
<FN>
<F1>   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
       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 March 31, 1999 and  December
31,  1998, the Statements of Income and Comprehensive Income  for
the  three-month  periods ended March  31,  1999  and  1998,  the
Statement  of  Partners' Capital as of March 31,  1999,  and  the
Statements of Cash Flows for the three-month periods ended  March
31,  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 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
Jacaranda and Summerwalk properties.  The senior tax-exempt bonds
secured by these properties ($11.8 million for Jacaranda and  $10
million for Summerwalk) are currently held by third parties.  The
letters  of  credit that secure these bonds expire on August  15,
1999  for  Jacaranda  and December 15, 2000 for  Summerwalk.   If
substitute credit enhancement is not provided by such dates,  the
senior   bonds  must  be  refunded  or  repaid.   Based  on   its
preliminary discussions, the Managing General Partner anticipates
consummating  refunding  or refinancing  transactions  for  these
properties where the requirement to maintain letters of credit is
eliminated  and  the  bonds are refinanced or,  in  the  case  of
Summerwalk,  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.              
<PAGE> 19                                                       
                                                                 
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

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.

    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
month  period ended March 31, 1999 and 1998, OTEF recorded "Other
Comprehensive Income" from unrealized gains on its investment  in
tax-exempt  securities of approximately $2.8  million  and  $0.14
million, respectively. Cumulative  "Other  Comprehensive  Income" 
from unrealized gains on investments were $97.6 million and $78.7
million at March 31, 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 March 31, 1999 that the fair  value
of  the  Original  Refunding  Bonds and  the  Existing  MRBs  was
approximately   $250.6   million  and,  accordingly,   unrealized
appreciation on these investments of $97.6 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

<PAGE> 20

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

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
recently  acquired  Dallas, Carpenter  and  Jacaranda  bonds  are
recorded at cost, which approximates their fair market values  at
March 31, 1999.

     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 Bonds as of  March 31, 1999
and 1998 was $1.4 million and $1.3 million, respectively.

    Accounting  for  earnings per share.  In February  1997,  the
Financial  Accounting  Standards  Board  issued  a  Statement  of
Financial  Accounting  Standards No. 128,  "Earnings  Per  Share"
("SFAS  No. 128").  Basic earnings per share, a measure  required
by  the  new standard, 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
$24.06 and $26.75 for March 31, 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   7,318,000   and
7,262,000 for March 31, 1999 and 1998, respectively.

    Net Income and Distributions per Beneficial Assignee Interest
(BAC)  and  SQB.  Net income and distributions per  BAC  and  net
income  and  distributions per Status Quo BAC ("SQB")  are  based
upon  the  weighted average number of BACs and  SQBs  outstanding
during  the  applicable period.  For the first  quarter  of  1997
there were 7,499,875 BACs outstanding.  On April 1, 1997, 314,675
BACs  were  converted to 12,587 SQBs, leaving 7,185,200 Liquidity
BACs  outstanding at September 30, 1997.  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
<PAGE> 21

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

outstanding at December 31, 1998.  In the first quarter of  1999,
5,190 of the remaining 6,946 SQBs were converted to 129,750  BACs
in  accordance  with OTEF II's voluntary exchange offer  program.
At  March  31,  1999  there were 7,312,950 BACs  and  1,756  SQBs
outstanding. The voluntary SQB exchange program has been extended 
to June 15, 1999.   As  of  March  31,  1999, approximately $0.05
million of general  and  administrative  costs  were  incurred in
connection with the exchange.

    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 $3.8 million and $3.7  million  at
March 31, 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 as of  March
31, 1999  is as follows:






<PAGE> 22
 
<TABLE>                                                                
-----------------------------------------------------------------
                STATEMENT OF STATUS QUO BAC INCOME               
          (in thousands, except per SQB interest amounts)        
                            (Unaudited)                          
-----------------------------------------------------------------
<CAPTION>
                                           Three Months Ended
                                                March 31,   
                                         ------------------------    
                                            1999         1998
                                         ------------------------
<S>                                       <C>           <C>
Revenues                                                         
  Interest on Bonds                       $   29        $  109
  Other Interest                               1             3
-----------------------------------------------------------------
                                              30           112    
Expenses                                                         
  Governance and Administration              (17)          (22)   
  Litigation expenses                          0            (1)
-----------------------------------------------------------------
Net income to SQB holders                 $   13        $   89
=================================================================

Other comprehensive income:                                      
  Unrealized gains on investment                                 
    in tax-exempt securities                  12             3
=================================================================
Comprehensive income                      $   25        $   92
=================================================================
Weighted average SQB shares outstanding    1,756         7,025
=================================================================
Net income per SQB interest               $ 7.57        $12.63
=================================================================
Distribution per SQB interest             $12.38        $12.38
=================================================================
</TABLE>

    The current distribution to SQB holders of $12.38 per SQB  is
approximately  164% of the net income allocable  to  SQB  holders
remaining after the March 31, 1999 exchange.  Since a substantial
number  of  existing SQBs were exchanged for BACs  at  March  31,
1999, the remaining SQBs will be burdened by increased shares  of
administrative  costs, and net income and distributions  per  SQB
could be reduced or eliminated.

Note 4.  Related Party Transactions

    Interests  in  OTEF II and the Operating  Partnerships.   The
General  Partners own interests in OTEF II that entitle  them  to
receive  a  share  of OTEF II's cash flow and possibly  of  sale,
refinancing  and  liquidation  proceeds.  Distributions  to   the
General  Partners totaled approximately $0.08 million  for  March
31, 1999 and $0.07 million for the same period in 1998.


<PAGE> 23

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

    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  each  such  Operating  Partnership   that   is
attributable to these interests will be pledged for  the  benefit
of  OTEF II.  At the end of 1997, OTEF II acquired the tax-exempt
bonds  that  are collateralized by the properties  owned  by  the
Carpenter  Borrower and the Dallas Borrower, both  of  which  are
affiliates   of  the  Managing  General  Partner  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 quarters ended March 31,  1999
and  1998  total  compensation paid to  Oxford  Realty  Financial
Group,  Inc.  ("ORFG")  and other Oxford affiliates  by  OTEF  II
amounted  to   approximately  $0.08  million  and  $0.03  million 
respectively, as discussed below.

    As discussed above, ORFG provides various management services
relating  to  the  Existing 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
<PAGE> 24

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

OTEF  II  for  such  interest as of the  date  of  closing.    No
acquisition  fees  were  incurred by OTEF  II  during  the  first
quarter of 1999 and 1998.

    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  in  the  first  quarter  of  1999  and  1998  were
approximately $0.08 and $0.03 million, respectively.

    For  the  three  months ended March 31, 1999  and  1998,  the
Operating Partnerships, including the Carpenter Borrower and  the
Dallas  Borrower,  paid  ORFG  total  asset  management  fees  of
approximately  $0.17  million  and $0.18  million,  respectively.
For the three months ended March 31, 1999 and 1998, the  original
Operating  Partnerships also paid ORFG, in the  aggregate,  $0.17
million   of  fees  pursuant  to  the  OTEF  Restructuring   Plan
Administration/Asset Management Fee Agreement,  which  amount  is
equal  to  0.25% per annum of the principal amount of  the  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  three-month  period  ended March  31,  1999  and  1998  were
approximately  $0.19 million, $0.17 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
<PAGE> 25

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

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
8.3%  of  the outstanding OTEF II BACs on a fully diluted  basis.
Such  options are exercisable for 10 years. The Managing  General
Partner has awarded all of the OTEF II BACs authorized under  the
terms  of  the  Incentive Option Plan.  Of the  652,125  options,
613,000  were  fully vested upon issuance and 39,125  are  vested
equally  over  3 years commencing January 1, 1998.  The  exercise
price  for all options is $23.88 per BAC, which approximated  the
fair  market value at the date of grant.  At March 31,  1999  the
BAC  market price of $24.06 was not materially different than the
option exercise price.  Since the date of grant, no options  have
been exercised.

  Guarantees.   In  connection  with the  Summerwalk  investment,
OTEF  II,  along  with the operating partnership that  owns  this
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  the
Summerwalk  and  Jacaranda  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.  OTEF II may execute similar agreements in connection
with new investments made after the date of this report.

Note 5.  Subsequent Events.

   Distributions.   On May 14, 1999, the Managing General Partner
paid a distribution of $0.51 per Liquidity BAC and $12.38 per SQB
to holders of record as of March 31, 1999.

    New  Asset  Acquisition.  On April 21, 1999, an affiliate  of
OTEF  II  executed  a  definitive  agreement  for  an  investment
transaction involving the acquisition by OTEF II of approximately
$12  million  of  debt  secured  by  real  estate  that  will  be
simultaneously acquired by such affiliate from a third party.  It
is  anticipated  that this transaction will  close  in  the  near
future,  subject  to satisfaction of certain closing  conditions.
Although  OTEF  II  believes  that  these  conditions   will   be
<PAGE> 26

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

satisfied, no assurances can be given.  In connection  with  this
transaction,    Naples-Oxford   Limited   Partnership    ("Naples
Borrower"), a Maryland limited partnership which is an  affiliate
of  OTEF  II,  will purchase River Reach Apartments,  a  556-unit
garden apartment community located in Naples, Florida, for  $34.5
million.  The property is financed with $24 million of tax-exempt
bonds that bear interest at a weekly floating rate mode, which is
currently approximately 3.65%.  The bonds are secured by a  first
mortgage on the property and are currently held by third parties.
OTEF  II  currently expects to purchase these bonds at  a  future
date.   OTEF  II  anticipates that it will restructure  the  tax-
exempt bonds as soon as practicable following the closing,  which
restructuring may include, among other things, a refunding of the
bonds and a modification of the interest rate on the bonds  to  a
higher rate.

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






















<PAGE> 27
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Instructions for Investors who wish to reregister or transfer
OTEF II BACs or SQBs
-----------------------------------------------------------------
On   July  22,  1997,  the American Stock Exchange began  trading
OTEF  II  BACs under the ticker symbol, OTF.       Please  follow
the instructions below to expedite the reregistration or transfer
of  ownership of any OTEF II BACs or Status Quo BACs ("SQB") that
you may own.

  IF YOU DO NOT HOLD CERTIFICATES

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

  IF YOU HOLD CERTIFICATES

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

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

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

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

  The  Quarterly Report on Form 10-Q for the quarter ended  March
  31,  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