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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, 2000

                               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:  None

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, 2000, the following classes of beneficial assignee
interests  of Oxford Tax Exempt Fund II Limited Partnership  were
outstanding:  (i)  7,329,050   beneficial   assignee    interests
("BACs")  with  an aggregate market value ($23.50 per  share)  of
$172,232,675, and (ii) 712 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 11 through 14  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,  2000  is
incorporated herein by reference to sequentially numbered pages 6
through 10 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, 2000, follows on
     sequentially numbered pages 5 through 20 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: 5/03/00        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: 5/03/00        By:   /S/ Francis P. Lavin
      -------              ----------------------------------------
                           Francis P. Lavin
                           Director and President



Date: 5/03/00        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)

                         March 31, 2000





















     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,  2000,  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,  2000.   The
Managing   General  Partner  declared,  on  March  16,   2000   a
distribution for the quarter ended March 31, 2000 in  the  amount
of $0.54 per BAC.  This distribution is in the same amount as the
fourth quarter of 1999, which was paid on February 14, 2000.

   Investment  Transactions.  On  November  24 , 1999,   OTEF  II
closed a development venture transaction for The Peaks at Conyers
Apartments,  a  260-unit apartment community being  developed  in
Conyers, Georgia, an Atlanta suburb, for a total development cost
of  approximately $18.2 million.  As of the date of this  report,
construction  continues on the The Peaks  at  Conyers,  including
grading  and  related  sitework.   Based  on  the  draw  requests
received to date, work completed and materials supplied represent
approximately  21%  of  the amount of the construction  contract.
The  foundations  have  been completed for  buildings  6-10,  and
framing  of  the  first  floor walls of  buildings  2-5  and  the
clubhouse  has been completed.  OTEF II will continue to  monitor
the progress of construction relating to this property.

   Financing Transactions.  In  connection  with the River  Reach
investment transaction, the  Managing  General  Partner  has been
working on an  extension  of  the   existing  credit  enhancement
arrangement.  The  credit   enhancement   on  the  $24 million of
floating rate, tax-exempt  bonds  provided  by  Banco   Santander
Central Hispano, S.A.("Banco Santander"), was scheduled to expire
on or about June 9, 2000. In addition, OTEF II executed a standby
reimbursement  agreement  with a  Merrill  Lynch affiliate  which
effectively guarantees the approximately $24 million  obligations
of  the  Naples  borrower  to   Banco  Santander.  In  April, the
Managing  General Partner of OTEF II was advised by Merrill Lynch
and Banco Santander that the letter of  credit  and reimbursement
agreement will be extended to December 11, 2000.  On February  4,
2000,  an  additional  advance  in  the  amount  of approximately
$0.25   million   was   made  by  OTEF  II on the  taxable  loan,
increasing  the outstanding principal balance to $11.8 million at
March 31, 2000.  OTEF II  also  made  additional  advances on its
taxable  loans  to the Summerwalk  and Jacaranda borrowers in the
aggregate amount of $0.188 million.

   OTEF  II   is   continuing  to  work  on  bond  refunding  and
refinancing transactions with respect to the Summerwalk property.
The   senior  tax-exempt  bonds  secured  by  this  property  are
currently  held  by  third  parties.  Based  on  its  preliminary
discussions,    the   Managing   General   Partner    anticipates
consummating  refunding  or  refinancing  transactions  for  this
property later this year.

   Amortization  of  Series  A  Bonds.  Effective April 15, 2000,
mandatory quarterly sinking fund redemptions begin on the  twelve
Original  Refunding  Bonds (as defined  below).   These  Original
Refunding  Bonds provide for payments of interest  only  for  the
first  three  years  and  then amortize  over  a  27-year  period
beginning  in the fourth bond year.  While the total payments  on
these  bonds  increase  each year, the portion  of  the  payments
allocable  to  interest  will decrease in  the  fourth  year  and
increase  each  year thereafter.  Accordingly, it is  anticipated
that  OTEF  II  will  receive  aggregate  principal  payments  of
approximately   $1.4   million  in   2000.    Of   this   amount,
approximately  41% will be applied to reduce the  financing  debt
reported by OTEF II on its balance sheet, which was approximately
$52.6  million  at  March  31, 2000.  Substantially  all  of  the
balance of the principal payments will reduce OTEF II's remaining
investment  in the related bonds.  While the interest  earned  on
these  bonds  will decrease in 2000, from the amount  earned  for
1999,  by approximately $0.19 per share, the total principal  and
interest that is projected to be received by OTEF II with respect
to  these  bonds  for  2000 will be higher  than  the  amount  of
interest received on these bonds for 1999.  The interest rates on
these  bonds  will  increase in 2001  and  each  year  thereafter
through the remaining term of the Original Refunding Bonds.

   Book  Value.  At  March  31, 2000, the  book value of the BACs
was  approximately $36.28 on a fully diluted basis,  taking  into
account the 1997 Incentive Options.  Book value is calculated  as
the sum of the BAC capital account plus the BACs' allowable share
of accumulated comprehensive income, divided by the fully diluted
shares outstanding at March 31, 2000.

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Report of Management
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   BAC  Repurchase  Program.  On  October 30, 1998, the  Managing
General Partner authorized the repurchase, from time to time,  of
up to 250,000 BACs.  OTEF II may purchase BACs in the open market
or  through  privately negotiated transactions.  The  timing  and
amount of BACs purchased will be dependent on the availability of
BACs  and other market factors.  OTEF II will purchase BACs  only
to  the  extent  that they may be purchased at favorable  prices.
Under this program, OTEF II acquired 2,000 BACs in December  1998
for  approximately $0.05 million.  On January 18, 2000,  OTEF  II
acquired  an  additional  10,000  BACs  for  approximately  $0.24
million.   These securities are reflected in partners capital  on
the balance sheet as Treasury Stock.

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 (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)  from  the  issuance  of
additional equity securities in exchange for New Assets;  or  (v)
by  funds  borrowed  from  lenders or  by  issuing  evidences  of
indebtedness.

   Current  Position.  OTEF  II  uses its cash receipts primarily
for  distributions to BAC 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, 2000, OTEF II held approximately $4.8 million in  cash
and   cash   equivalents,  a  decrease  of   $0.7   million,   or
approximately  13%,  from  the $5.5  million  in  cash  and  cash
equivalents held as of December 31, 1999.  In addition to the use
of  funds  described  under  "Recent  Developments"  above,  this
decrease  in  cash  results  from  timing  differences  from  the
reduction  in the combined rates of the Original Refunding  Bonds
in  the fourth quarter of 1999 and first quarter of 2000 and  the
due  date  of their first principal payments on April  15,  2000.
This  decrease also reflects the change in the timing of payments
on  the  San Bruno bond from monthly to semi-annual, which change
in  payment  frequency was effective with  the  issuance  of  the
remarketing  bonds  on November 1, 1999.  The  first  semi-annual
payment is due May 2000.

   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,  including  certain  of  the  Series  A  Bonds and the
Carpenter  bond,  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
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 transaction involving the Carpenter bonds, OTEF
II acquired approximately $9 million of senior  trust  interests,
which may be sold at any time to provide cash to OTEF II for  new
acquisitions  or  for  any other purpose.  OTEF  II  has  certain
rights to repurchase and/or refinance the bonds and to repurchase
the  senior securities and, therefore, retains a level of control
over the bonds.  These securitization transactions provide a low-
cost  financing option 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 to weekly reset.  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,  2000  no  payments  were
required  to  be  made  by the counter-party  pursuant  to  these
interest cap agreements.

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Report of Management
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   For  financial  statement  purposes , these  transactions  are
accounted  for  as financing transactions.  The amount  of  bonds
financed, approximately $76.8 million, is reflected as Securities
Held  in  Trust,  the  net  cash  proceeds  not  reinvested   are
classified  as  Cash  and  Cash Equivalents  and  the  difference
between  the  principal  amount of the  bonds  financed  and  the
principal amount of the subordinated interests acquired  by  OTEF
II  is  classified as financing debt on OTEF II's balance  sheet.
The  aggregate financing debt at March 31, 2000 and December  31,
1999  was approximately $52.6 million.  OTEF II's financing  debt
represents  approximately 16.4% of OTEF  II's  total  assets  (or
30.4% 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
Bond  Marketing Association (BMA) weekly floating bond index plus
approximately   80   to   85  basis  points   (including   credit
enhancement, trustee and related fees).  This rate averaged 4.47%
for  the  3 months ended March 31, 2000, 3.71% for the  3  months
ended  March  31, 1999 and 4.18% for the twelve months  of  1999.
The  credit enhancement associated with substantially all of  the
financing debt was extended to February 15, 2001.  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 $24 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
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
original   mortgage    revenue   bonds  ("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 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.  See "Recent Developments" for a  discussion  of
the amortization.

   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 interest rate on seven of the Series  A
Bonds retained by OTEF II was reset on November 1, 1999 to 4.88%;
the interest rate on three Series A Bonds retained by OTEF II was
reset  on  December 1, 1999 to 5.12%.  On January  1,  2000,  the
interest rate on one Series A Bond retained by OTEF II was  reset
to  5.37%,  and the interest rate on another Series  A  Bond  was
reset on March 1, 2000 to 5.54%.  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.  This rate averaged 3.57% for the
3 months ended March 31, 2000, 3.77% for the 3 months ended March
31,  1999,  and  4.18% for the twelve months  of  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.

<PAGE> 9
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Report of Management
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   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.

   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,
2000,  the aggregate amount of net excess cash flow held  in  the
Operating  Partnership  escrows was approximately  $4.4  million,
including  deposits  from  March's cash  flow  compared  to  $3.8
million at the end of 1999.

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

   In  addition , in  connection  with  the remarketing, the  San
Bruno  and  Apollo Operating Partnerships delivered  to  OTEF  II
interest-bearing, demand promissory notes dated November 1, 1999,
in  the  original  principal amount  of  $8.8  million  and  $5.2
million,  respectively.  The principal amount of  the  San  Bruno
note  reflects contingent interest in the amount of $8.6  million
due and payable on the remarketing date together with accrued but
unpaid  base  interest.  The principal amount of the Apollo  note
reflects  accrued  but unpaid interest only since  no  contingent
interest was due and payable on the remarketing date.  The demand
notes bear floating rate interest at the short-term federal rate.
For  tax  purposes the principal amount of the San  Bruno  demand
note  was  reported as tax exempt interest income.  For financial
statement purposes, the estimated amounts to be collected on  the
San  Bruno  note are being accrued to income, under the effective
interest  method, over the expected remaining  life  of  the  San
Bruno  bond.  Due to uncertainty of collection, the Apollo demand
note  has  not  been  recognized  for  either  tax  or  financial
statement  purposes.  As of March 31, 2000, the unpaid  principal
and accrued interest on the San Bruno and Apollo demand notes was
approximately $8.5 million and $5.2 million, respectively.

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

Results of Operations

   OTEF  II  Distributions .  Distributions  to   Partners   will
amount to approximately $4.0 million, or $0.54 per Liquidity  BAC
holders of record as of March 31, 2000.

   OTEF  IIs   Three-Month Operations.  For  financial  statement
purposes, Net Income allocated to BAC holders and Net Income  per
BAC  was  $4.90 million and $0.668, respectively, for the  three-
month  period  ended March 31, 2000, as compared to $4.7  million
and  $0.644, respectively, for the three-month period ended March
31, 1999, representing an increase of approximately 3.9% over the
prior  comparative  period.  OTEF II's net  interest  margin  and
expenses  for  the first quarter increased by approximately  4.1%
and  8.5%, 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.

<PAGE> 10
-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

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> 11

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
----------------------------------------------------------------------------
Balance Sheets (in thousands, except per BAC and SQB amounts)
(Unaudited)
----------------------------------------------------------------------------
<CAPTION>
                                                 March 31,
                                                   2000         December 31,
                                                (Unaudited)         1999
----------------------------------------------------------------------------
<S>                                                 <C>          <C>

Assets
Investments:
 Tax-exempt securities                              $ 209,441    $ 208,216
 Tax-exempt securities held in trust                   76,765       76,765
 Taxable securities                                    27,628       27,190
----------------------------------------------------------------------------
      Total Investments                               313,834      312,171
----------------------------------------------------------------------------
Cash and cash equivalents                               4,772        5,500
Other assets                                            4,837        3,980
----------------------------------------------------------------------------
      Total Assets                                  $ 323,443    $ 321,651
============================================================================

Liabilities and Partners' Capital
  Liabilities
    Financing debt                                  $  52,614    $  52,614
    Distributions payable                               4,038        4,049
    Accounts payable and accrued expenses                 436          571
----------------------------------------------------------------------------
      Total Liabilities                                57,088       57,234
----------------------------------------------------------------------------

Partners' Capital
  General Partners' Interests                          (2,170)      (2,189)
  Limited Partners' Interests:
    Beneficial Assignee Interests (7,499,875
      interests issued and 7,329,050 and 7,338,425
      interest outstanding as of March 31, 2000
      and December 31, 1999, respectively)            169,260      168,308
    SQB Interests (12,587 interests issued and 712
      and 737 interests outstanding as of March 31,
      2000 and December 31, 1999, respectively)           362          379
  Accumulated other comprehensive income               99,191       97,966
  Treasury shares                                        (288)         (47)
----------------------------------------------------------------------------
      Total Partners' Capital                         266,355      264,417
----------------------------------------------------------------------------
      Total Liabilities and Partners'Capital        $ 323,443    $ 321,651
============================================================================

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

</TABLE>

<PAGE> 12

<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,
                                             ----------------------------
                                                   2000         1999
-------------------------------------------------------------------------
<S>                                           <C>              <C>
Interest Earned:
  Interest on tax-exempt securities           $  4,610         $ 4,873
  Interest on tax-exempt securities
     held in trust                                 957             589
 Interest on taxable securities                    611             266
 Other, primarily tax-exempt income                 55             135
-------------------------------------------------------------------------
        Total Interest Earned                    6,233           5,863
-------------------------------------------------------------------------
Finance interest expense                          (591)           (443)
-------------------------------------------------------------------------
        Net Interest Margin                      5,642           5,420
-------------------------------------------------------------------------
Expenses:
 Third party expenses                              283             276
 Related party expenses                            367             323
-------------------------------------------------------------------------
        Total Expenses                             650             599
-------------------------------------------------------------------------
Net income                                    $  4,992        $ 4,821
=========================================================================
Other comprehensive income:
  Unrealized gains on investments             $  1,225        $ 2,774
=========================================================================
Comprehensive income                          $  6,217        $ 7,595
=========================================================================
Net income allocated to BAC holders           $  4,896        $ 4,711
=========================================================================
Net income per BAC                            $  0.668        $ 0.644
=========================================================================
Net income per BAC - assuming dilution        $  0.668        $ 0.644
=========================================================================
Weighted Average BACS outstanding                7,329          7,318
=========================================================================
Weighted Average BACs outstanding -
  assuming dilution                              7,329          7,318
=========================================================================
Distribution per BAC                           $ 0.540        $ 0.510
=========================================================================

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

<PAGE> 13

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
----------------------------------------------------------------------------
Statement of Partners' Capital (in thousands, except per BAC and SQB
amounts)(Unaudited)
---------------------------------------------------------------------------
<CAPTION>
                                 Partners'Limited
                                    Interests
                                --------------------           Accumulated
                               Beneficial  Status                Other
                     General   Assignee    Quo BAC   Treasury Comprehensive
                     Partners  Interest    Interests  Shares     Income    Total
--------------------------------------------------------------------------------
<S>                  <C>        <C>         <C>        <C>      <C>     <C>
Balance,
December 31, 1999    $(2,189)   $168,308    $379       $(47)    $97,966 $264,417
--------------------------------------------------------------------------------
Comprehensive Income:

Net Income (loss),
  including $0.668 per
  Liquidity BAC and
  $(5.88) per SQB        100        4,896     (4)         0           0    4,992

Unrealized gains on
  investments              0            0      0          0       1,225    1,225
--------------------------------------------------------------------------------
Total comprehensive
  income                 100        4,896     (4)       (47)      1,225    6,217

Allocation of SQB
  Capital                  0           13    (13)         0           0        0

Purchase of Treasury
  Shares                   0            0      0       (241)          0    (241)

Distributions payable to
  Liquidity BAC Partners
  of  $0.54              (81)      (3,957)     0          0           0  (4,038)
================================================================================
Balance,
March 31, 2000       $(2,170)    $169,260   $362      $(288)    $99,191 $266,355
================================================================================

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

<PAGE> 14

<TABLE>
Oxford Tax Exempt Fund II Limited Partnership
-----------------------------------------------------------------------------
Statements of Cash Flows  (in thousands)
(Unaudited)
=============================================================================
<CAPTION>
                                                        Three months ended
                                                             March 31,
                                                     ------------------------
                                                          2000        1999
-----------------------------------------------------------------------------
<S>                                                    <C>         <C>

Operating Activities
  Net income                                           $ 4,992     $ 4,821
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Changes in assets and liabilities:
   Other assets, primarily interest receivable            (857)        (28)
   Accounts payable and accrued expenses                  (135)        (79)
-----------------------------------------------------------------------------
Net cash provided by operating activities                4,000       4,714
-----------------------------------------------------------------------------
Investing Activities
  Increase in other assets, net                              0        (484)
  Investment in new assets                                (438)       (130)
-----------------------------------------------------------------------------
Net cash used in investing activities                     (438)       (614)
-----------------------------------------------------------------------------
Financing activities
  Purchase of treasury shares                             (241)          0
  Distributions paid                                    (4,049)     (3,826)
-----------------------------------------------------------------------------
Net cash (used in) provided by financing activities      (4,290)      5,866
-----------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents      (728)        274
Cash and cash equivalents, beginning of period           5,500      18,011
-----------------------------------------------------------------------------
Cash and cash equivalents, end of period                $4,772     $18,285
=============================================================================

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

</TABLE>


<PAGE> 15
-----------------------------------------------------------------
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, 2000 and  December
31,  1999, the Statements of Income and Comprehensive Income  for
the  three-month  periods ended March  31,  2000  and  1999,  the
Statement  of  Partners' Capital as of March 31,  2000,  and  the
Statements of Cash Flows for the three-month periods ended  March
31,  2000  and  1999, 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, 1999.  Certain amounts have  been
restated for comparative purposes.

Note 2.  General Business

   The Partnership  was  formed  under  the  laws of the State of
Maryland,  commenced operations on March  1,  1995.   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.

   Original   Refunding  Bonds (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 quarterly sinking  fund  redemptions
that  will  result  in full amortization of the  Series  A  Bonds
during  the  27-year remaining term beginning in the fourth  bond
year, calculated using an assumed interest rate of 5.6% per year.
While   the   total  payments  on the  Original  Refunding  Bonds
increase  each  year,  the portion of the payments  allocable  to
interest will decrease in the fourth year and increase each  year
thereafter.   Accordingly, it is anticipated that  OTEF  II  will
receive  aggregate  principal  payments  of  approximately   $1.4
million  in  2000.   Of this amount, approximately  41%  will  be
applied to reduce the financing debt reported by OTEF II  on  its
balance sheet, which was approximately $52.6 million at March 31,
2000.  Substantially all of the balance of the principal payments
will  reduce OTEF II's remaining investment in the related bonds.
While the interest earned on these bonds will decrease in 2000 by
approximately $0.19 per share, the total principal  and  interest
that is projected to be received by OTEF II with respect to these
bonds  for  2000  will  be  higher than the  amount  of  interest
received  on these bonds for 1999.  The interest rates  on  these
bonds will increase in 2001 and each year thereafter through  the
remaining term of the Original Refunding Bonds.

   Series  A  Bond  Interest.  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 $54.153 million
Series A Bonds  retained  by OTEF  II were reset to the following
annual interest rates:

<TABLE>
               -------------------------------------------------
               <CAPTION>
                                  Bond Amount
               Date              (in thousands)    Interest Rate
               --------------------------------------------------
               <C>                 <C>                  <C>
               November 1,1999     $   7,010            4.88%
               December 1,1999        27,344            5.12%
               January 1, 2000        11,126            5.37%
               March 1, 2000           8,673            5.54%
               --------------------------------------------------
                  Total               54,153

</TABLE>

   The interest rate on  the  remaining $62.565 million of Series
A Bonds involved  in  the  financing transactions described under
"Financing  Transactions"  in  Note 3 below  was converted at the
time such transactions were closed from annual reset  to a weekly
floating rate based on a spread over  the  BMA index.  This  rate
averaged 4.47% for the 3 months ended March 31, 2000,  3.77%  for
the  3  months ended March 31, 1999, and  4.18%  for  the  twelve
months of 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.

<PAGE> 16
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

   Taxable  Investments.  In the first quarter of 2000,  OTEF  II
made  additional  taxable  advances  of   $0.25  million,  $0.138
million  and  $0.05  million  to  River  Reach,  Summerwalk   and
Jacaranda borrower entities, respectively.

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  and  OTEF  II   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  II's  only
source  of  "Other  Comprehensive  Income"  is  related  to   the
valuation  of  its  investments  to  fair value, which results in
unrealized  gains  or  losses previously  charged  to  an  equity
account under SFAS No. 115 "Accounting for Certain Investments in
Debt and Equity Securities".

   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, 2000 that the fair  value
of  the  Original  Refunding Bonds and the Remarketed  Bonds  was
approximately   $251   million   and,   accordingly,   unrealized
appreciation on these investments of $98 million is recorded as a
credit  to partners' capital.  The Series A Bonds, the Remarketed
Bonds  and  the  Other  Refunding  Bonds  are  valued  based   on
comparable municipal bond securities, and the Series B Bonds  and
the  taxable  loans  are valued based on a discounted  cash  flow
analysis.   For this purpose the applicable cash flows are  based
on  certain assumptions concerning the properties and the markets
in  which  they are located, including the timing and realization
of such cash flows.

   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 to Other Comprehensive Income in
partners' capital.   In  the  event  of a sale of a  Bond,  these
unrealized  gains or losses  would  be realized and would  impact
the   Statement   of   Income  in the  period  the sale occurred.

   Accounting  for  earnings  per  share .  Basic  earnings  per
share,  a  measure required by Statement of Financial  Accounting
Standards  No.  128,  "Earnings  Per  Share,"  does  not  include
incentive  BAC  options  as  common share  equivalents.   Diluted
earnings  per  share reflects the potential dilution  that  could
occur if  such options 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 $23.87 and
$24.06  for  March 31, 2000 and 1999,  respectively.  Because the
strike  price  of $23.88 exceeded the average share price for the
first  quarter  of 2000,  the  options  were  not dilutive.   All
amounts  have been restated to reflect the 25-for-1  stock  split
effective July 1, 1997.

   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.  As  of  December  31,
1998  there  were  7,183,200  BACs and  6,946  SQBs  outstanding.
During  the first quarter of 1999, 5,190 SQBs were exchanged  for
129,750  BACs under the exchange program.  As of March  31,  1999

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

there  were  7,312,950  and  1,756  outstanding  BACs  and  SQBs,
respectively.  As of December 31, 1999, there were 7,338,425 BACs
and 737 SQBs outstanding.  In January 2000, an additional 25 SQBs
were  exchanged for 625 BACs and 10,000 BACs were repurchased  by
OTEF   II  for  approximately  $0.24  million.   BACs  and   SQBs
outstanding   at   March  31,  2000  were  7,329,050   and   712,
respectively.

   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 and do not result in
cash  receipts or cash payments.  This non-cash activity consists
of distributions payable to Partners, SQB holders and OTEF II BAC
Holders  of $4.0 million, at March 31, 2000 and December 31,  1999,
respectively.  Non-cash investing activity includes a  change  in
unrealized gain on investments of approximately $1.2 million  for
the quarter ended March 31, 2000 and $3.1 million, for year ended
December 31, 1999, 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.

   Financing  Transactions .  For  financial  statement purposes,
the securitization transactions described in Note 2 are accounted
for  as financing transactions. The amount of the bonds financed,
including certain of the Series A Bonds and the Carpenter bond in
outstanding principal amount  of  approximately $76.8 million, is
reflected as Securities Held in Trust, the  net cash proceeds are
classified as  cash  and  cash  equivalents  and  the  difference
between the principal  amount  of  the  bonds  financed  and  the
principal amount  of  the subordinated interests acquired by OTEF
II  is  classified  as financing debt on the accompanying balance
sheet.

   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.  These deferred costs are included in other
assets  on  the balance sheet.  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.

   Accounting  for   SQBs.   On  February   8 ,  1999,   OTEF  II
distributed  to  SQB  holders an offering circular  describing  a
voluntary  offer to exchange 25 beneficial assignee  certificates
("BACs"),  which are publicly traded (AMEX: OTF),  for  each  SQB
(SQBs  are not publicly traded).  This offer terminated  on  July
31, 1999.  As of March 31, 2000, holders of 6,234 SQBs, or 90% of
the amount of SQBs originally issued, had converted their SQBs to
BACs,  leaving  712  SQBs  outstanding.   These  remaining   SQBs
represent  less  than  one-quarter of one percent  of  the  total
outstanding equity interests of OTEF II.

   As  previously  reported, since  substantially all of the SQBs
have  been  exchanged  for  BACs, the remaining  SQBs  have  been
allocated  increased shares of administrative  costs,  which  are
relatively  fixed costs and not dependent on the number  of  SQBs
outstanding.   Since the second quarter of 1999 such  costs  have
exceeded  allocable income reducing existing SQB  cash  reserves.
For  the  quarter ended December 31, 1999, these  costs  exceeded
income  allocable to SQBs resulting in a net loss  of  $7.84  per
SQB.   Accordingly, the February 15, 2000 distribution  was  paid
exclusively  from existing cash reserves allocable  to  remaining
SQB  holders.  As of March 31, 2000, costs again exceeded  income
allocable  to SQBs resulting in a net loss of $5.88 per  SQB  for
the  first  quarter of 2000 and remaining SQB cash reserves  were
fully  utilized.   Accordingly, on March 16, 2000  the  Board  of
Directors  declared that no distribution would  be  paid  to  SQB
holders for the quarter ended March 31, 2000.  In the absence  of
a  sale  of any remaining SQB assets, or a redemption by  one  or
more  borrowers  of  the  bonds in  which  SQB  holders  have  an
ownership  interest,  or  some other  transaction  of  a  capital
nature,  it  is  anticipated that SQB holders  will  continue  to
realize  net losses and the SQBs will no longer receive quarterly
distributions  payable  from  recurring  operations.    Continued
losses will cause a reduction in the SQB capital accounts,  which
will  reduce  the amount of net proceeds from any future  capital
transaction otherwise payable to SQB holders.

   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 distribution per SQB are
reflected  separately  from  the  OTEF  II  BAC  Holders  on  the
Statement of Partners' Capital.  The SQBs were not split as  were
the  OTEF  II  BACs  on  July 1, 1997.   The  redeemed  SQBs  are

<PAGE> 18
-----------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------

reflected  as  a reduction of Partners' Capital and  were  offset
against  the  SQB  Holders'  interests  when  redeemed.    Assets
associated  with  those SQB holders exchanging their  shares  for
BACs have been reclassified as BAC assets.

   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 are not allocated any capital losses
for  federal  income  tax  purposes  that  may  result  from  the
disposition  of the Refunding Bonds or interests therein  or  new
assets in connection with a financing undertaken pursuant to  the
Liquidity and Growth Plan.  A schedule of SQB (loss) income as of
March 31, 2000 and 1999 is as follows:


<TABLE>
-----------------------------------------------------------------------------
                 STATEMENT OF STATUS QUO BAC (LOSS) INCOME
              (in thousands, except per SQB interest amounts)
                                 (Unaudited)
-----------------------------------------------------------------------------
<CAPTION>
                                Three Months Ended       Three Months Ended
                             ----------------------     -------------------
                                     March 31,2000           March 31,1999
                             ------------------------------------------------
<S>                                        <C>                  <C>

Revenues
  Interest on Bonds                        $    12              $    29
  Other Interest                                 0                    1
----------------------------------------------------------------------------
                                                12                   30
Expenses
  Governance and Administration                (16)                 (17)
----------------------------------------------------------------------------
Net income to SQB holders                  $    (4)             $    13
----------------------------------------------------------------------------
Other comprehensive income:
  Unrealized gains on investment
   in tax-exempt securities                      3                   12
----------------------------------------------------------------------------
Comprehensive (loss)income                 $    (1)             $    25
============================================================================
Weighted average SQB shares outstanding        712                1,756
============================================================================
Net income (loss) per SQB interest         $ (5.88)             $  7.57
============================================================================
Distribution per SQB interest              $     0              $ 12.38
============================================================================
</TABLE>

Note 4.  Related Party Transactions

   The Oxford  Affiliates.  The  General Partner  and each of the
affiliates discussed below are collectively referred  to  as  the
Oxford Affiliates in the accompanying financial statements.   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 each of
the  quarters  ended  March  31,  2000  and   1999.

   Interests in  the  Operating  Partnerships.  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 each Existing MRB
is  refunded, all cash flow from each such 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.  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.  These ORFG services (the "Existing  Fees")
are  operating  expenses of the Operating Partnerships  that  are
payable prior to the payment of interest on the Remarketed Bonds.

   ORFG  generally  receives  a  1%  acquisition fee from OTEF  II
for services rendered in connection with investment transactions.
No acquisition fees were paid in the first quarter of 2000.

<PAGE> 19
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Notes to Financial Statements
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   OTEF II  also  generally  pays ORFG  a  0.5% advisory fee  for
managing OTEF II's new investments after their acquisition.   The
advisory  fees  associated with the acquisition  of  the  Dallas,
Carpenter,  Jacaranda  and  Summerwalk investments  commenced  in
1998.   The advisory fees associated with the acquisition of  the
Lakeside, River Reach and Conyers investments commenced in  1999.
Total  advisory  fees incurred by OTEF II from  ORFG  for  the  3
months ended March 31, 2000 and 1999 were approximately $0.15 and
$0.08 million, respectively.

   For the  three  month  periods  ended March 31, 2000 and 1999,
the  Operating Partnerships, including the Carpenter Borrower and
the  Dallas  Borrower, paid ORFG total asset management  fees  of
approximately $0.17 million and $0.17 million, respectively.  The
original Operating Partnerships also paid ORFG, in the aggregate,
approximately  $0.2 million of fees in March 31,  2000  and  1999
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  3  months  ended March 31, 2000 and 1999 were  approximately
$0.22  million  and  $0.19  million,  respectively,  representing
primarily  staff  rebillable time.  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.

   OTEF II's Incentive  Option  Plans.  On  May 21, 1997, OTEF II
adopted  an  incentive  option plan (the "1997  Incentive  Option
Plan")  in order for the Managing General Partner to attract  and
retain  key  employees of ORFG and advisers.  The 1997  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   then
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
1997 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.  Since the exercise price  of  the
options  approximated the BAC market price at the date of  grant,
no compensation expense was recognized at that time in accordance
with  APB 25.  For the quarter ended March 31, 2000, the  average
market price of  $23.87 was less than the exercise price.   Since
the date of grant, no options have been exercised or forfeited.

   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 approximately $24  million
obligations  of  the Naples Borrower to Banco  Santander  Central
Hispano,  S.A.   This credit arrangement is scheduled  to  expire
on or  about  June 9, 2000.   In April 2000, the Managing General
Partner  of  OTEF  II  was  advised  by  Merrill  Lynch and Banco
Santander  that  this  credit  arrangement  will  be  extended to
December 11, 2000.  OTEF II may execute  similar  agreements   in
connection with new investments made after the date of this report.

<PAGE> 20
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Instructions for Investors who wish to register 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