**Exhibit 32**

 

EXHIBIT 32.a

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the AnnualReport of Boston Capital Tax Credit Fund II Limited Partnership (the“Partnership”) on Form 10-K for the period ended March 31, 2004 as filed withthe Securities and Exchange Commission on the date hereof (the “Report”), I,John P. Manning, Principal Executive Officer of the general partnerof the general partner of the Partnership’s general partner, C&M ManagementInc., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant tosection 906 of the Sarbanes-Oxley Act of 2002, that to the best of myknowledge, after due inquiry:

 
| (1)    |   | The Report  fully complies with the requirements of section 13(a) or 15(d) of the  Securities and Exchange Act of 1934; and                                |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                       |
| (2)    |   | The  information contained in the Report fairly presents, in all material  respects, the financial condition and result of operations of the  Partnership. |

 

 
| Date:          |   |                                     |
|----------------|--------|------------------------------------------|
| July 14,  2004 |   | /s/ John P. Manning  |   |
|           |   |                                     |
|           |   | John P. Manning                |
|           |   | Principal  Executive Officer             |

 

 

A signed original of thiswritten statement required by Section 906, or other document authenticating,acknowledging, or otherwise adopting the signature that appears in typed formwithin the electronic version of this written statement required by Section906, has been provided to the Fund and will be retained by the Fund andfurnished to the Securities and Exchange Commission or its staff upon request.

 

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EXHIBIT 32.b

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the AnnualReport of Boston Capital Tax Credit Fund II Limited Partnership (the“Partnership”) on Form 10-K for the period ended March 31, 2004 as filed withthe Securities and Exchange Commission on the date hereof (the “Report”), I,Marc N. Teal, Principal Financial Officer of the general partner of the generalpartner of the Partnership’s general partner, C&M Management Inc., certify,pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of theSarbanes-Oxley Act of 2002, that to the best of my knowledge, after dueinquiry:

 
| (1)    |   | The Report  fully complies with the requirements of section 13(a) or 15(d) of the  Securities and Exchange Act of 1934; and                                |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                       |
| (2)    |   | The  information contained in the Report fairly presents, in all material  respects, the financial condition and result of operations of the  Partnership. |

 

 
| Date:          |   |                         |
|----------------|--------|------------------------------|
| July 14,  2004 |   | /s/ Marc  N. Teal       |   |
|           |   |                         |
|           |   | Marc N. Teal                 |
|           |   | Principal  Financial Officer |

 

A signed original of thiswritten statement required by Section 906, or other document authenticating,acknowledging, or otherwise adopting the signature that appears in typed formwithin the electronic version of this written statement required by Section906, has been provided to the Fund and will be retained by the Fund andfurnished to the Securities and Exchange Commission or its staff upon request.

 

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