FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

(Mark One)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE     
SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended   December 31, 1996
                                     ------------------
                                             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    0-19443                                          
                        -----------------------------------------

       BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP       
-----------------------------------------------------------------
           (Exact name of registrant as specified in its charter) 

           Delaware                           04-3066791        
--------------------------------    -----------------------------
 (State or other jurisdiction of             (I.R.S. Employer  
incorporation or organization)                Identification No.)

  One Boston Place, Suite 2100,  Boston, Massachusetts   02108  
-----------------------------------------------------------------
   (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (617) 624-8900        
                                                   --------------

-----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed 
since last report)

     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 
                                ------           ------
<PAGE>
             BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP
             -----------------------------------------------------



                        QUARTERLY REPORT ON FORM 10-Q
                   FOR THE QUARTER ENDED DECEMBER 31, 1996 
              -----------------------------------------------


                              TABLE OF CONTENTS
                              -----------------



 PART I - FINANCIAL INFORMATION
 
   Item 1.  Financial Statements..............................

            Balance Sheets....................................
            Statements of Operations..........................
            Statement of Changes in Partners' Capital......... 
            Statements of Cash Flows..........................
            Notes to Financial Statements.....................
   Item 2.  Management's Discussion and Analysis of 
            Financial Condition and Results 
            of Operations.....................................

PART II - OTHER INFORMATION

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

            Signatures........................................

                    
<PAGE>
               Boston Capital Tax Credit Fund II Limited Partnership

                                BALANCE SHEETS
                                           
                                                                               
                                            December 31,          March 31, 
                                                1996                 1996   
                                             (Unaudited)           (Audited)  
                                            ------------         ------------
ASSETS 
                                           
INVESTMENTS IN OPERATING                              
PARTNERSHIPS (Note D)                        $69,204,902          $80,065,183  
       
                      
OTHER ASSETS
   Cash and cash equivalents                   1,550,778           1,862,286 
   Notes Receivable                              578,078           1,168,584
   Deferred acquisition costs (Note B)         1,250,463           1,286,884
   Organization costs, net of accumulated
     amortization (Note B)                             -               9,828 
   Other assets                                  678,225           1,093,447  
                                              ----------           ---------

                                             $73,262,446          $85,486,212
                                              ==========           ==========
      
LIABILITIES

Accounts payable & accrued                                                     
   expenses                                  $    16,041          $    14,877
Accounts Payable - affiliates (Note C)        11,026,650            9,118,716
Capital Contributions payable (Note D)           665,590            1,920,536
                                              ----------           ----------
                                              11,708,281           11,054,129
                                              ----------           ----------
PARTNERS' CAPITAL
   Limited Partners                           
     Units of limited partnership interest,
     $10 stated value per BAC; 20,000,000
     authorized BACs, 18,679,738 issued and
     outstanding                              62,555,338           75,304,476
     
General Partner                               (1,001,173)            (872,393)
                                              ----------           ----------
                                              61,554,165           74,432,083
                                              ----------           ----------

                                             $73,262,446          $85,486,212
                                              ==========           ==========

       The accompanying notes are an integral part of these statements.
                                     1<PAGE>
              Boston Capital Tax Credit Fund II Limited Partnership
         
                              BALANCE SHEETS
    
                                                     SERIES 7
                                           ----------------------------
                                              December 31,     March 31, 
                                                1996             1996   
                                             (Unaudited)      (Audited) 
                                             -----------      ---------
ASSETS

INVESTMENTS IN OPERATING
   PARTNERSHIPS (Note D)                    $2,307,581       $2,897,708

OTHER ASSETS
Cash and cash equivalents                       10,744            4,874    
Notes receivable                                     -                -
Deferred acquisition costs (Note B)                  -                -
organization costs, net of 
   accumulated amortization (Note B)                 -                -
Other assets                                    16,450           16,450       
                                             ---------        ---------
                                          
                                            $2,334,775       $2,919,032
                                             =========        =========
LIABILITIES

Accounts payable and accrued
   expenses                                 $        -       $        -
Accounts payable - affiliates (Note C)         701,531          590,023
Capital contributions payable (Note D)               -                -
                                             ---------        ---------
                                               701,531          590,023
                                             ---------        ---------
PARTNERS' CAPITAL 
Limited Partners                     
     Units of limited partnership interest,
     $10 stated value per BAC; 20,000,000
     authorized BACs 1,036,100 and issued
     outstanding                             1,706,838        2,395,645
                
     
General Partner                                (73,594)         (66,636)
                                             ---------        ---------

                                             1,633,244        2,329,009
                                             ---------        ---------

                                            $2,334,775       $2,919,032
                                             =========        =========
        The accompanying notes are an integral part of these statements.
                                     2<PAGE>
           Boston Capital Tax Credit Fund II Limited Partnership

                           BALANCE SHEETS
     
                                                      SERIES 9
                                            ----------------------------
                                              December 31,     March 31, 
                                                1996             1996   
ASSETS                                       (Unaudited)       (Audited) 
                                             -----------       ---------
INVESTMENTS IN OPERATING                                                
   PARTNERSHIPS (Note D)                     $12,812,093     $15,204,634


OTHER ASSETS
Cash and cash equivalents                        563,460         658,264    
Notes receivable                                       -               -
Deferred acquisition costs (Note B)               22,400          23,052
Organization costs, net of      
  accumulated amortization (Note B)                    -               -
Other assets                                      12,351          12,351 
                                              ----------      ----------
                                         
                                             $13,410,304     $15,898,301
                                              ==========      ==========
      
LIABILITIES

Accounts payable & accrued
   expenses                                  $     1,166     $         -
Accounts payable - affiliates (Note C)         2,737,430       2,306,757
Capital contributions payable (Note D)             4,590          99,610
                                              ----------      ---------- 
                                               2,743,186       2,406,367
                                              ----------      ----------
PARTNERS' CAPITAL
Limited Partners
                    
    Units of limited partnership interest,
    $10 stated value per BAC; 20,000,000           
    authorized BACs, 4,178,029 and issued      
    outstanding                               10,920,787      13,717,355

General Partner                                 (253,669)       (225,421)
                                              ----------      ----------

                                              10,667,118      13,491,934
                                              ----------      ----------
                                             $13,410,304     $15,898,301
                                              ==========      ==========

        The accompanying notes are an integral part of these statements.
                                     3<PAGE>
              Boston Capital Tax Credit Fund II Limited Partnership

                              BALANCE SHEETS
   
                                                       SERIES 10
                                             ----------------------------
                                             December 31,      March 31, 
                                                1996             1996   
ASSETS                                       (Unaudited)       (Audited) 
                                             -----------       ---------
INVESTMENTS IN OPERATING                                                
   PARTNERSHIPS (Note D)                     $ 9,028,941     $10,398,970

OTHER ASSETS
Cash and cash equivalents                        137,259         152,625    
Notes receivable                                       -               -
Deferred acquisition costs (Note B)               88,616          91,197
Organization costs, net of
   accumulated amortization (Note B)                   -               -
Other assets                                      38,979          38,979 
                                              ----------      ----------
                                          
                                             $ 9,293,795     $10,681,771
                                              ==========      ==========
LIABILITIES         

Accounts payable & accrued
   expenses                                  $         -     $         -
Accounts payable - affiliates (Note C)         1,895,088       1,628,452
Capital contributions payable (Note D)                 -               -
                                              ----------      ----------
                                               1,895,088       1,628,452
                                              ----------      ---------- 

PARTNERS' CAPITAL
Limited Partners                     
    Units of limited partnership interest,  
    $10 stated value per BAC; 20,000,000    
    authorized BACs, 2,428,925 and issued   
    outstanding                                7,535,533       9,173,599

     
General Partner                                 (136,826)       (120,280)
                                              ----------      ----------

                                               7,398,707       9,053,319
                                              ----------      ----------

                                             $ 9,293,795     $10,681,771
                                              ==========      ==========

       The accompanying notes are an integral part of these statements.
                                     4<PAGE>
              Boston Capital Tax Credit Fund II Limited Partnership

                           BALANCE SHEETS
   
                                                      SERIES 11
                                            ----------------------------
                                             December 31,     March 31,
                                                1996             1996    
                                             (Unaudited)      (Audited)
                                            ------------      ----------
ASSETS                                                                   

   INVESTMENTS IN OPERATING                                      
   PARTNERSHIPS (Note D)                     $ 9,456,272     $10,593,335

OTHER ASSETS

Cash and cash equivalents                        178,768         233,619 
Notes receivable                                  34,494               -
Deferred acquisition costs (Note B)               44,916          46,224
Organization costs, net of 
   accumulated amortization (Note B)                   -               -
Other assets                                      35,844          35,844 
                                              ----------      ----------
                                             $ 9,750,294     $10,909,022
                                              ==========      ==========
      
LIABILITIES

Accounts payable & accrued
   expenses                                  $         -     $         -
Accounts payable - affiliates (Note C)         1,218,652         974,392
Capital contributions payable (Note D)            27,528          27,528
                                              ----------      ----------
                                               1,246,180       1,001,920
                                              ----------      ----------  
PARTNERS' CAPITAL
Limited Partners                     
    Units of limited partnership interest,  
    $10 stated value per BAC; 20,000,000    
    authorized BACs, 2,489,599 issued and   
    outstanding                                8,633,758      10,022,716
    
General Partner                                 (129,644)       (115,614)
                                              ----------      ----------

                                               8,504,114       9,907,102
                                              ----------      ----------

                                             $ 9,750,294     $10,909,022
                                              ==========      ==========
          The accompanying notes are an integral part of these statements.
                                     5<PAGE>
             Boston Capital Tax Credit Fund II Limited Partnership
 
                            BALANCE SHEETS
   
                                                      SERIES 12
                                            ----------------------------
                                              December 31,    March 31,
                                                1996            1996    
                                             (Unaudited)      (Audited)
                                            ------------      ----------
ASSETS                                                                   

  INVESTMENTS IN OPERATING                                      
  PARTNERSHIPS (Note D)                      $12,085,043     $13,899,593 

OTHER ASSETS
Cash and cash equivalents                          7,720         167,568 
Notes receivable                                       -               -
Deferred acquisition costs (Note B)              342,908         352,896
Organization costs, net of
   accumulated amortization (Note B)                   -               -
Other assets                                     112,477          52,141 
                                               ---------       ---------
                                            
                                             $12,548,148     $14,472,198
                                              ==========      ==========
      
LIABILITIES

Accounts payable & accrued
   expenses                                  $         -     $         -     
Accounts payable - affiliates (Note C)         1,532,569       1,245,117
Capital contributions payable (Note D)            11,405          87,835
                                              ----------      ----------
                                               1,543,974       1,332,952
                                              ----------      ----------
PARTNERS' CAPITAL
Limited Partners
    Units of limited partnership interest,  
    $10 stated value per BAC; 20,000,000    
    authorized BACs, 2,972,795 issued and   
    outstanding                               11,151,391      13,265,112
    
General Partner                                 (147,217)       (125,866)
                                              ----------      ----------

                                              11,004,174      13,139,246
                                              ----------      ----------

                                             $12,548,148     $14,472,198
                                              ==========      ==========
     The accompanying notes are an integral part of these statements.
                                     6<PAGE>
            Boston Capital Tax Credit Fund II Limited Partnership

                         BALANCE SHEETS

      
                                                     SERIES 14
                                            ----------------------------
                                             December 31,      March 31,
                                               1996              1996    
                                            (Unaudited)       (Audited)
                                            ------------      ----------
ASSETS                                                                   

   INVESTMENTS IN OPERATING                                      
   PARTNERSHIPS (Note D)                     $23,514,972     $27,070,943 

OTHER ASSETS
                  
Cash and cash equivalents                        652,827         645,336 
Notes receivable                                 543,584       1,168,584
Deferred acquisition costs (Note B)              751,623         773,515
Organization costs, net of
   accumulated amortization (Note B)                   -           9,828
Other assets                                     462,124         937,682 
                                              ----------      ----------
            
                                             $25,925,130     $30,605,888
                                              ==========      ==========
      
LIABILITIES

Accounts payable & accrued
   expenses (Note C)                         $    14,875     $    14,877
Accounts payable - affiliates (Note C)         2,941 380       2,373,975
Capital contributions payable (Note D)           622,067       1,705,563
                                              ----------      ---------- 
                                               3,578,322       4,094,415
                                              ----------      ----------
PARTNERS' CAPITAL 
Limited Partners                     
    Units of limited partnership interest,   
    $10 stated value per BAC; 20,000,000    
    authorized BACs, 5,574,290 issued and   
    outstanding                               22,607,031      26,730,049
    
General Partner                                 (260,223)       (218,576)
                                              ----------      ----------
                                              22,346,808      26,511,473
                                              ----------      ----------
                                             $25,925,130     $30,605,888
                                              ==========      ==========
      The accompanying notes are an integral part of these statements.
                                     7<PAGE>
             Boston Capital Tax Credit Fund II Limited Partnership

                         STATEMENTS OF OPERATIONS

                     Three Months Ended December 31, 
                                (Unaudited)

            
                                                                              
                                             1996         1995   
                                             ----         ----

Income
  Interest income                       $   113,383   $    14,740 
  Miscellaneous income                            -             -
                                         ----------    ----------

                                            113,383        14,740
                                         ----------    ----------  
  
Share of loss from Operating 
  Partnerships                           (3,301,770)   (3,840,684) 
                                         ----------    ---------- 
Expenses
  Partnership management fees               597,694       599,442  
  Amortization                               12,139        21,967  
  General and administrative expenses        38,084        54,614 
                                         ----------    ---------- 

                                            647,917       676,023 
                                         ----------    ----------  

      
  NET LOSS                              $(3,836,304)  $(4,501,967)
                                         ==========    ==========

Net loss allocated to limited
   partners                             $(3,797,941)  $(4,456,947)
                                         ==========    ==========

Net loss allocated to general partner   $   (38,363)  $   (45,020)
                                         ==========    ==========

Net loss per BAC                        $     (1.26)  $     (1.41) 
                                         ==========    ==========





       The accompanying notes are an integral part of these statements.

                                     8<PAGE>
          Boston Capital Tax Credit Fund II Limited Partnership

                       STATEMENTS OF OPERATIONS
        
                       Three Months Ended December 31, 
                              (Unaudited)
               
                                                      SERIES 7
                                               -----------------------
                                                  1996          1995
                                                  ----          ----
Income                                                                
  Interest income                              $      85     $      23 
  Miscellaneous income                                 -             -
                                                --------      --------

                                                      85            23
                                                --------      --------  
  
Share of loss from Operating 
  Partnerships                                  (260,430)     (298,769) 
                                                --------      -------- 

Expenses
  Partnership management fees                     27,837        28,287  
  Amortization                                         -             -  
  General and administrative expenses              1,438         2,268 
                                                --------      -------- 

                                                  29,275        30,555 
                                                --------      --------  

      
  NET LOSS                                     $(289,620)    $(329,301)
                                                ========      ========

Net loss allocated to limited  
  partners                                     $(286,724)    $(326,008)
                                                ========      ========

Net loss allocated to general partner          $  (2,896)    $  (3,293)
                                                ========      ========

Net loss per BAC                               $    (.28)    $    (.31) 
                                                ========      ========

 




        The accompanying notes are an integral part of these statements.
                                     9<PAGE>
            Boston Capital Tax Credit Fund II Limited Partnership

                        STATEMENTS OF OPERATIONS
        
                        Three Months Ended December 31, 
                                (Unaudited)
               
                                                                          
                                                     SERIES 9
                                               ----------------------
                                                  1996         1995
                                                  ----         ----
Income                                                                
  Interest income                           $     4,215     $   4,952 
  Miscellaneous income                                -             -
                                              ---------      --------

                                                  4,215         4,952
                                              ---------      --------  
  
Share of loss from Operating 
  Partnerships                                 (762,767)     (821,807) 
                                              ---------      -------- 

Expenses
  Partnership management fees                   138,796       138,957  
  Amortization                                      217           217  
  General and administrative expenses             7,307        10,642
                                              ---------      -------- 

                                                146,320       149,816 
                                              ---------      --------  

      
  NET LOSS                                  $  (904,872)    $(966,671)
                                              =========      ========

Net loss allocated to limited partners      $  (895,823)    $(957,004)
                                              =========      ========

Net loss allocated to general partner       $    (9,049)    $  (9,667)
                                              =========      ========

Net loss per BAC                            $      (.21)    $    (.22) 
                                              =========      ========





       The accompanying notes are an integral part of these statements.

                                     10<PAGE>
            Boston Capital Tax Credit Fund II Limited Partnership

                        STATEMENTS OF OPERATIONS
        
                        Three Months Ended December 31, 
                               (Unaudited)
               
                                                                          
                                                     SERIES 10
                                               ----------------------
                                                 1996         1995
                                                 ----         ----  
Income                                                                
  Interest income                             $     900     $   1,015 
  Miscellaneous income                                -             -
                                               --------      --------

                                                    900         1,015
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships                                 (463,031)     (312,905) 
                                               --------      -------- 

Expenses
  Partnership management fees                    82,914        79,571  
  Amortization                                      860           860  
  General and administrative expenses             5,497         8,084 
                                               --------      -------- 

                                                 89,271        88,515 
                                               --------      --------  

      
  NET LOSS                                    $(551,402)    $(400,405)
                                               ========      ========

Net loss allocated to limited partner         $(545,888)    $(396,401)
                                               ========      ========

Net loss allocated to general partner         $  (5,514)    $  (4,004)
                                               ========      ========

Net loss per BAC                              $    (.22)    $    (.16) 
                                               ========      ========





       The accompanying notes are an integral part of these statements.

                                     11<PAGE>
           Boston Capital Tax Credit Fund II Limited Partnership

                         STATEMENTS OF OPERATIONS
        
                     Three Months Ended December 31, 
                                (Unaudited)
               
                                                                          
                                                     SERIES 11
                                               ----------------------
                                                 1996          1995
                                                 ----          ----
Income                                                                
  Interest income                             $   1,107     $   1,077 
  Miscellaneous income                                -             -
                                               --------      --------

                                                  1,107         1,077
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships                                 (239,771)     (357,591) 
                                               --------      -------- 

Expenses
  Partnership management fees                    76,220        80,764  
  Amortization                                      436           436  
  General and administrative expenses             2,557         7,037 
                                               --------      -------- 

                                                 79,213        88,237 
                                               --------      --------  

      
  NET LOSS                                    $(317,877)    $(444,751)
                                               ========      ========

Net loss allocated to limited partner         $(314,698)    $(440,303)
                                               ========      ========

Net loss allocated to general partner         $  (3,179)    $  (4,448)
                                               ========      ========

Net loss per BAC                              $    (.12)    $    (.18) 
                                               ========      ========





       The accompanying notes are an integral part of these statements.

                                     12<PAGE>
         Boston Capital Tax Credit Fund II Limited Partnership

                     STATEMENTS OF OPERATIONS
        
                     Three Months Ended December 31, 
                             (Unaudited)
               
                                                      SERIES 12
                                               ----------------------
                                                 1996          1995
                                                 ----          ----
Income                                                                
  Interest income                             $     306     $   1,115 
  Miscellaneous income                                -             -
                                               --------      --------

                                                    306         1,115
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships                                 (658,404)     (637,563) 
                                               --------      -------- 

Expenses
  Partnership management fee                     93,507        93,501  
  Amortization                                    3,329         3,329  
  General and administrative expenses             9,125         9,511 
                                               --------      -------- 

                                                105,961       106,341 
                                               --------      --------  

      
  NET LOSS                                    $(764,059)    $(742,789)
                                               ========      ========

Net loss allocated to limited partner         $(756,418)    $(735,361)
                                               ========      ========

Net loss allocated to general partner         $  (7,641)    $  (7,428)
                                               ========      ========

Net loss per BAC                              $    (.25)    $    (.25) 
                                               ========      ========






       The accompanying notes are an integral part of these statements.

                                     13<PAGE>
           Boston Capital Tax Credit Fund II Limited Partnership

                     STATEMENTS OF OPERATIONS
        
                     Three Months Ended December 31, 
                            (Unaudited)
               
                                                      SERIES 14
                                               ----------------------
                                                 1996          1995
                                                 ----          ----
Income                                                                
  Interest income                           $   106,770    $    6,558 
  Miscellaneous income                                -             -
                                              ---------     ---------

                                                106,770         6,558
                                              ---------     ---------  
  
Share of loss from Operating 
  Partnerships                                 (917,367)   (1,412,049) 
                                              ---------     --------- 

Expenses
  Partnership management fees                   178,420       178,362  
  Amortization                                    7,297        17,125  
  General and administrative expenses            12,160        17,072 
                                              ---------     --------- 

                                                197,877       212,559 
                                              ---------     ---------  

      
  NET LOSS                                  $(1,008,474)  $(1,618,050)
                                              =========     =========

Net loss allocated to limited partner       $  (998,389)  $(1,601,870)
                                              =========     =========

Net loss allocated to general partner       $   (10,085)  $   (16,180)
                                              =========     =========

Net loss per BAC                            $      (.18)  $      (.29) 
                                              =========     =========






       The accompanying notes are an integral part of these statements.

                                     14<PAGE>
             Boston Capital Tax Credit Fund II Limited Partnership

                         STATEMENTS OF OPERATIONS

                      Nine Months Ended December 31, 
                                (Unaudited)

            
                                                                              
                                             1996         1995   
                                             ----         ----

Income
  Interest income                      $    138,010  $     51,635 
  Miscellaneous income                            -             -
                                         ----------    ----------

                                            138,010        51,635
                                         ----------    ----------  
  
Share of loss from Operating 
  Partnerships                          (10,825,077)  (11,236,217) 
                                         ----------    ---------- 
Expenses
  Partnership management fees             1,721,249     1,778,157  
  Amortization                               46,249        87,863  
  General and administrative expenses       423,353       334,593 
                                         ----------    ---------- 

                                          2,190,851     2,200,613 
                                         ----------    ----------  

      
  NET LOSS                             $(12,877,918) $(13,385,195)
                                         ==========    ==========

Net loss allocated to limited
   partners                            $(12,749,138) $(13,251,344)
                                         ==========    ==========

Net loss allocated to general partner  $   (128,780) $   (133,851)
                                         ==========    ==========

Net loss per BAC                       $      (4.02) $      (4.15) 
                                         ==========    ==========





       The accompanying notes are an integral part of these statements.

                                    15<PAGE>
          Boston Capital Tax Credit Fund II Limited Partnership

                       STATEMENTS OF OPERATIONS
        
                    Nine Months Ended December 31, 
                              (Unaudited)
               
                                                      SERIES 7
                                               -----------------------
                                                  1996          1995
                                                  ----          ----
Income                                                                
  Interest income                              $     113     $     186 
  Miscellaneous income                                 -             -
                                                --------      --------

                                                     113           186
                                                --------      --------  
  
Share of loss from Operating 
  Partnerships                                  (590,128)     (758,429) 
                                                --------      -------- 

Expenses
  Partnership management fees                     81,411        80,463  
  Amortization                                         -             -  
  General and administrative expenses             24,339        24,242 
                                                --------      -------- 

                                                 105,750       104,705 
                                                --------      --------  

      
  NET LOSS                                     $(695,765)    $(862,948)
                                                ========      ========

Net loss allocated to limited  
  partners                                     $(688,807)    $(854,319)
                                                ========      ========

Net loss allocated to general partner          $  (6,958)    $  (8,629)
                                                ========      ========

Net loss per BAC                               $    (.66)    $    (.82) 
                                                ========      ========

 




        The accompanying notes are an integral part of these statements.
                                    16<PAGE>
            Boston Capital Tax Credit Fund II Limited Partnership

                        STATEMENTS OF OPERATIONS
        
                     Nine Months Ended December 31, 
                                (Unaudited)
               
                                                                          
                                                     SERIES 9
                                               ----------------------
                                                  1996         1995
                                                  ----         ----
Income                                                                
  Interest income                           $    13,035   $    19,482 
  Miscellaneous income                                -             - 
                                              ---------     ---------

                                                 13,035        19,482
                                              ---------     ---------  
  
Share of loss from Operating 
  Partnerships                               (2,378,992)   (2,329,865) 
                                              ---------     --------- 

Expenses
  Partnership management fees                   402,644       409,417  
  Amortization                                      652           652  
  General and administrative expenses            55,563        59,277
                                              ---------     --------- 

                                                458,859       469,346 
                                              ---------     ---------  

      
  NET LOSS                                  $(2,824,816)  $(2,779,729)
                                              =========     =========

Net loss allocated to limited partners      $(2,796,568)  $(2,751,932)
                                              =========     =========

Net loss allocated to general partner       $   (28,248)  $   (27,797)
                                              =========     =========

Net loss per BAC                            $      (.67)  $      (.66) 
                                              =========     =========





       The accompanying notes are an integral part of these statements.

                                     17<PAGE>
            Boston Capital Tax Credit Fund II Limited Partnership

                        STATEMENTS OF OPERATIONS
        
                    Nine Months Ended December 31, 
                               (Unaudited)
               
                                                                          
                                                     SERIES 10
                                               ----------------------
                                                 1996         1995
                                                 ----         ----  
Income                                                                
  Interest income                           $     2,992   $     3,422 
  Miscellaneous income                                -             -
                                              ---------     ---------

                                                  2,992         3,422
                                              ---------     ---------  
  
Share of loss from Operating 
  Partnerships                               (1,362,731)   (1,069,355) 
                                              ---------     --------- 

Expenses
  Partnership management fees                   247,396       250,479  
  Amortization                                    2,581         9,547  
  General and administrative expenses            44,896        47,943 
                                              ---------     --------- 

                                                294,873       307,969 
                                              ---------     ---------  

      
  NET LOSS                                  $(1,654,612)  $(1,373,902)
                                              =========     =========

Net loss allocated to limited partner       $(1,638,066)  $(1,360,163)
                                              =========     =========

Net loss allocated to general partner       $   (16,546)  $   (13,739)
                                              =========     =========

Net loss per BAC                            $      (.67)  $      (.56) 
                                              =========     =========





       The accompanying notes are an integral part of these statements.

                                     18<PAGE>
           Boston Capital Tax Credit Fund II Limited Partnership

                         STATEMENTS OF OPERATIONS
        
                      Nine Months Ended December 31, 
                                (Unaudited)
               
                                                                          
                                                     SERIES 11
                                               ----------------------
                                                 1996          1995
                                                 ----          ----
Income                                                                
  Interest income                           $     4,333   $     3,471 
  Miscellaneous income                                -             -
                                              ---------     ---------

                                                  4,333         3,471
                                              ---------     ---------  
  
Share of loss from Operating 
  Partnerships                               (1,134,431)   (1,227,190) 
                                              ---------     --------- 

Expenses
  Partnership management fees                   231,964       226,400  
  Amortization                                    1,308         9,673  
  General and administrative expenses            39,618        44,408 
                                              ---------     --------- 

                                                272,890       280,481 
                                              ---------     ---------  

      
  NET LOSS                                  $(1,402,988)  $(1,504,200)
                                              =========     =========

Net loss allocated to limited partner       $(1,388,958)  $(1,489,158)
                                              =========     =========

Net loss allocated to general partner       $   (14,030)  $   (15,042)
                                              =========     =========

Net loss per BAC                            $      (.56)  $      (.60) 
                                              =========     =========





       The accompanying notes are an integral part of these statements.

                                     19<PAGE>
         Boston Capital Tax Credit Fund II Limited Partnership

                     STATEMENTS OF OPERATIONS
        
                 Nine Months Ended December 31, 
                             (Unaudited)
               
                                                      SERIES 12
                                               ----------------------
                                                 1996          1995
                                                 ----          ----
Income                                                                
  Interest income                           $     2,552   $     3,709 
  Miscellaneous income                                -             -
                                              ---------     ---------

                                                  2,552         3,709
                                              ---------     ---------  
  
Share of loss from Operating 
  Partnerships                               (1,805,569)   (1,550,967) 
                                              ---------     --------- 

Expenses
  Partnership management fee                    258,788       268,522  
  Amortization                                    9,988        16,615  
  General and administrative expenses            63,279        57,110 
                                              ---------     --------- 

                                                332,055       342,247 
                                              ---------     ---------  

      
  NET LOSS                                  $(2,135,072)  $(1,889,505)
                                              =========     =========

Net loss allocated to limited partner       $(2,113,721)  $(1,870,610)
                                              =========     =========

Net loss allocated to general partner       $   (21,351)  $   (18,895)
                                              =========     =========

Net loss per BAC                            $      (.71)  $      (.63) 
                                              =========     =========






       The accompanying notes are an integral part of these statements.

                                     20<PAGE>
           Boston Capital Tax Credit Fund II Limited Partnership

                     STATEMENTS OF OPERATIONS
        
                  Nine Months Ended December 31, 
                            (Unaudited)
               
                                                      SERIES 14
                                               ----------------------
                                                 1996          1995
                                                 ----          ----
Income                                                                
  Interest income                           $   114,985    $   21,365 
  Miscellaneous income                                -             -
                                              ---------     ---------

                                                114,985        21,365
                                              ---------     ---------  
  
Share of loss from Operating 
  Partnerships                               (3,553,226)   (4,300,411) 
                                              ---------     --------- 

Expenses
  Partnership management fees                   499,046       542,876  
  Amortization                                   31,720        51,376  
  General and administrative expenses           195,658       101,613 
                                              ---------     --------- 

                                                726,424       695,865 
                                              ---------     ---------  

      
  NET LOSS                                  $(4,164,665)  $(4,974,911)
                                              =========     =========

Net loss allocated to limited partner       $(4,123,018)  $(4,925,162)
                                              =========     =========

Net loss allocated to general partner       $   (41,647)  $   (49,749)
                                              =========     =========

Net loss per BAC                            $      (.74)  $      (.88) 
                                              =========     =========






       The accompanying notes are an integral part of these statements.

                                     21<PAGE>
              Boston Capital Tax Credit Fund II Limited Partnership

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                    Nine Months Ended December 31, 1996
                                 (Unaudited)


   
                                               General
                                Assignees      Partner      Total
                                ---------      -------      -----


Partners' capital (deficit),
    April 1, 1996            $ 75,304,476   $  (872,393) $74,432,083


    Net loss                  (12,749,138)     (128,780) (12,877,918)
                               ----------     ---------   ----------


Partners' capital (deficit), 
   December 31, 1996         $ 62,555,338   $(1,001,173) $61,554,165
                               ==========     =========   ==========

























       The accompanying notes are an integral part of these statements.

                                     22<PAGE>
              Boston Capital Tax Credit Fund II Limited Partnership

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                      Nine Months Ended December 31, 1996 
                                 (Unaudited)


                                 Limited       General
                                 Partners      Partner      Total
                                 --------      -------      -----
Series 7
--------

Partners' capital (deficit),
    April 1, 1996             $ 2,395,645     $ (66,636)  $ 2,329,009

Net loss                         (688,807)       (6,958)     (695,765)
                                ---------      --------     ---------
Partners' capital (deficit),  
    December 31, 1996         $ 1,706,838     $ (73,594)  $ 1,633,244 
                                =========      ========     =========

Series 9
--------

Partners' capital (deficit),
    April 1, 1996             $13,717,355     $(225,421)  $13,491,934

Net loss                       (2,796,568)      (28,248)   (2,824,816)
                               ----------       -------    ----------

Partners' capital (deficit),
    December 31, 1996         $10,920,787     $(253,669)  $10,667,118
                               ==========       =======    ==========

Series 10
--------

Partners' capital (deficit),
    April 1, 1996             $ 9,173,599     $(120,280)  $ 9,053,319
 
Net loss                       (1,638,066)      (16,546)   (1,654,612)
                               ----------      --------    ----------

Partners' capital (deficit),   
    December 31, 1996         $ 7,535,533     $(136,826)  $ 7,398,707
                               ==========      ========    ==========


       The accompanying notes are an integral part of these statements.

                                     23<PAGE>
            Boston Capital Tax Credit Fund II Limited Partnership

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                    Nine Months Ended December 31, 1996 
                                 (Unaudited)


   
                                 Limited       General
                                 Partners      Partner      Total
                                 --------      -------      -----
Series 11
--------

Partners' capital (deficit),
    April 1, 1996             $10,022,716     $(115,614)  $ 9,907,102

Net loss                       (1,388,958)      (14,030)   (1,402,988)
                               ----------      --------    ----------
Partners' capital (deficit),
    December 31, 1996         $ 8,633,758     $(129,644)  $ 8,504,114 
                               ==========      ========    ==========

Series 12
--------

Partners' capital (deficit),
    April 1, 1996             $13,265,112     $(125,866)  $13,139,246

Net loss                       (2,113,721)      (21,351)   (2,135,072)
                               ----------      --------    ----------

Partners' capital (deficit),
    December 31, 1996         $11,151,391     $(147,217)  $11,004,174
                               ==========      ========    ==========

Series 14
--------

Partners' capital (deficit),
    April 1, 1996             $26,730,049     $(218,576)  $26,511,473
 
Net loss                       (4,123,018)      (41,647)   (4,164,665)
                               ----------      --------    ----------

Partners' capital (deficit),   
    December 31, 1996         $22,607,031     $(260,223)  $22,346,808
                               ==========      ========    ==========

       The accompanying notes are an integral part of these statements.

                                     24<PAGE>
            Boston Capital Tax Credit Fund II Limited Partnership

                         STATEMENTS OF CASH FLOWS
                                       
                      Nine Months Ended December 31, 
                                  (Unaudited)

                                             1996             1995   
                                             ----             ----   
Cash flows from operating activities:
    Net loss                             $(12,877,918)  $(13,385,195)
    Adjustments
       Distributions from Operating
         Partnerships                          27,450         87,863
       Amortization                            46,249         50,184
       Share of loss from Operating                                            
         Partnerships                      10,825,077     11,236,217
    Changes in assets and liabilities
       Increase in accounts payable
         and accrued expenses               1,909,098      1,732,855
       Decrease (Increase) in prepaid 
         expenses                                   -        426,043
       Decrease (Increase) in other
         assets                               415,222         89,389 
                                           ----------     ----------
         Net cash (used in) provided by
           operating activity                 345,178        237,356 
                                           ----------     ----------  
Cash flows from investing activities:
     Capital contributions paid to 
       Operating Partnerships              (1,247,192)      (685,021)
     Advances (made to) repaid from
       Operating Partnerships                 590,506         (1,000)
                                           ----------     ----------
         Net cash (used in) provided by
           investing activities              (656,686)      (686,021) 
                                           ----------     ----------

         INCREASE (DECREASE) IN CASH
           AND CASH EQUIVALENTS              (311,508)      (448,665)

Cash and cash equivalents, beginning        1,862,286      2,298,689
                                           ----------     ----------
Cash and cash equivalents, ending        $  1,550,778    $ 1,850,024
                                           ==========     ==========
        The accompanying notes are an integral part of these statements.
                                     25<PAGE>
             Boston Capital Tax Credit Fund II Limited Partnership

                           STATEMENTS OF CASH FLOWS
                                       
                        Nine Months Ended December 31,      
                                  (Unaudited)
                                                    Series 7
                                            -------------------------
                                                1996          1995   
                                                ----          ----   
Cash flows from operating activities:
    Net loss                                 $(695,765)   $ (862,948)
    Adjustments
       Distributions from Operating
         Partnerships                                -         2,257
       Amortization                                  -             -
       Share of loss from Operating                                            
         Partnerships                          590,128       758,429
    Changes in assets and liabilities
       Increase in accounts
         payable and accrued expenses          111,507        93,457
       Decrease (Increase) in prepaid 
         expenses                                    -             -
       Decrease (Increase) in other
         assets                                      -             - 
                                              --------     ---------
         Net cash (used in) provided by
           operating activities                  5,870        (8,805)
                                              --------     ---------  
Cash flows from investing activities:
     Capital contributions paid to 
       Operating Partnerships                        -             -
     Advances (made to) repaid from Operating
       Partnerships                                  -             -     
                                              --------     ---------
         Net cash (used in) provided by
           investing activities                      -             - 
                                              --------     ---------

         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS                  5,870        (8,805)
Cash and cash equivalents, beginning             4,874        14,044 
                                              --------     ---------
Cash and cash equivalents, ending            $  10,744    $    5,239
                                              ========     =========

     The accompanying notes are an integral part of these statements.
                                   26<PAGE>
             Boston Capital Tax Credit Fund II Limited Partnership

                           STATEMENTS OF CASH FLOWS
                                      
                       Nine Months Ended December 31,  
                                  (Unaudited)
                                                    Series 9
                                            -------------------------
                                                1996           1995            
                                               ----           ----
Cash flows from operating activities:
    Net loss                               $(2,824,816)   $(2,779,729)
    Adjustments
       Distributions from Operating
         Partnerships                            4,978          4,554
       Amortization                                652            652
       Share of loss from Operating                                            
         Partnerships                        2,378,992      2,329,865
    Changes in assets and liabilities
       Increase in accounts   
         payable and accrued expenses          431,838        427,207
       Decrease (Increase) in prepaid 
         expenses                                    -              -
       Decrease (Increase) in other
         assets                                      -         89,389
                                             ---------      ---------
         Net cash (used in) provided by
           operating activities                 (8,356)        71,938 
                                             ---------      ---------  
Cash flows from investing activities:
    Capital contributions paid to 
       Operating Partnerships                  (86,448)      (130,424)   
    Advances (made to) repaid from
       Operating Partnerships                        -              -
                                             ---------      ---------
         Net cash (used in) provided by
          investing activities                 (86,448)      (130,424)
                                             ---------      ---------

         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS                (94,804)       (58,486)
Cash and cash equivalents, beginning           658,264        712,489
                                             ---------      ---------
Cash and cash equivalents, ending          $   563,460     $  654,003
                                             =========      =========
         The accompanying notes are an integral part of these statements.
                                     27
<PAGE>
          Boston Capital Tax Credit Fund II Limited Partnership

                       STATEMENTS OF CASH FLOWS
                                      
                   Nine Months Ended December 31, 
                             (Unaudited)
                                                    Series 10
                                           -------------------------
                                              1996            1995   
                                              ----            ----   
Cash flows from operating activities:
    Net loss                              $(1,654,612)   $(1,373,902)
    Adjustments
       Distributions from Operating
         Partnerships                           7,298            947
       Amortization                             2,581          9,547
       Share of loss from Operating                                            
         Partnerships                       1,362,731      1,069,355
    Changes in assets and liabilities
       Increase in accounts
         payable and accrued expenses         266,636        266,633
       Decrease (Increase) in prepaid
         expenses                                   -              -
       Decrease (Increase) in other
         assets                                     -              -
                                            ---------      ---------
         Net cash (used in) provided by
           operating activities               (15,366)       (27,420)
                                            ---------      ---------  
Cash flows from investing activity:
     Capital contributions paid to 
       Operating Partnerships                       -              -
     Advances (made to) repaid from
       Operating Partnerships                       -              -
                                            ---------      ---------
         Net cash (used in) provided by
           investing activities                     -              - 
                                            ---------      ---------

         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS               (15,366)       (27,420)
Cash and cash equivalents, beginning          152,625        183,187
                                            ---------      ---------
Cash and cash equivalents, ending          $  137,259     $  155,767
                                            =========      =========
          The accompanying notes are an integral part of these statements.
                                     28<PAGE>
             Boston Capital Tax Credit Fund II Limited Partnership

                         STATEMENTS OF CASH FLOWS
                                       
                     Nine Months Ended December 31,  
                                (Unaudited)
                                                    Series 11
                                           -------------------------
                                              1996           1995   
                                              ----           ----   
Cash flows from operating activities:
    Net loss                              $(1,402,988)   $(1,504,200)
    Adjustments
       Distributions from Operating
         Partnerships                           2,632         40,407
       Amortization                             1,308          9,673
       Share of loss from Operating                                            
         Partnerships                       1,134,431      1,227,190
    Changes in assets and liabilities
       Increase in accounts
         payable and accrued expenses         244,260        244,260
       Decrease (Increase) in prepaid 
         expenses                                   -              -
       Decrease (Increase) in other
         assets                                     -              -
                                            ---------      ---------
         Net cash (used in) provided by
           operating activities               (20,357)        17,330  
                                            ---------      ---------  
Cash flows from investing activities:
     Capital contributions paid to 
       Operating Partnerships                       -              -
     Advances (made to) repaid from
       Operating Partnerships                 (34,494)             -
                                            ---------      ---------
         Net cash (used in) provided by
           investing activities               (34,494)             - 
                                            ---------      ---------

         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS               (54,851)        17,330  
Cash and cash equivalents, beginning          233,619        147,072
                                            ---------      ---------
Cash and cash equivalents, ending          $  178,768     $  164,402
                                            =========      =========
        The accompanying notes are an integral part of these statements.
                                     29
<PAGE>
               Boston Capital Tax Credit Fund II Limited Partnership

                          STATEMENTS OF CASH FLOWS
                      Nine Months Ended December 31, 
                                (Unaudited)
                                                    Series 12
                                            -------------------------
                                               1996           1995   
                                               ----           ----   
Cash flows from operating activities:
    Net loss                              $(2,135,072)   $(1,889,505)
    Adjustments
       Distributions from Operating
         Partnerships                           8,981          1,051
       Amortization                             9,988         16,615
       Share of loss from Operating                                            
         Partnerships                       1,805,569      1,550,967
    Changes in assets and liabilities
       Increase in accounts 
         payable and accrued expenses         287,452        287,451
       Decrease (Increase) in prepaid
         expenses                                   -              -
       Decrease (Increase) in other
         assets                               (60,336)             -
                                            ---------      ---------
         Net cash (used in) provided by
           operating activities               (83,418)       (33,421) 
                                            ---------      ---------  
Cash flows from investing activity:
     Capital contributions paid to 
       Operating Partnerships                 (76,430)             -
     Advances (made to) repaid from Operating
       Partnerships                                 -              -
                                            ---------      ---------
         Net cash (used in) provided by
           investing activities               (76,430)             - 
                                            ---------      ---------

         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS              (159,848)       (33,421)

Cash and cash equivalents, beginning          167,568        195,421
                                            ---------      ---------
Cash and cash equivalents, ending          $    7,720    $   162,000
                                            =========      =========
        The accompanying notes are an integral part of these statements.
                                     30<PAGE>
             Boston Capital Tax Credit Fund II Limited Partnership
                           STATEMENTS OF CASH FLOWS
                                       
                       Nine Months Ended December 31,  
                                 (Unaudited)
                                                    Series 14
                                            -------------------------
                                                1996          1995   
                                                ----          ----   
Cash flows from operating activities:
    Net loss                               $(4,164,665)  $(4,974,911)
    Adjustments
       Distributions from Operating
         Partnerships                            3,561           968
       Amortization                             31,720        51,376
       Share of loss from Operating                                            
         Partnerships                        3,553,226     4,300,411
    Changes in assets and liabilities  
       Increase in accounts
         payable affiliates and accrued exp.   567,405       839,890 
       Decrease (Increase) in prepaid
         expenses                                    -             -
       Decrease (Increase) in other
         assets                                475,558             -
                                            ----------     ---------
         Net cash (used in) provided by
           operating activities                466,805       217,734 
                                            ----------     ---------  
Cash flows from investing activity:
     Capital contributions paid to 
       Operating Partnerships               (1,084,314)     (554,597)
     Advances (made to) repaid from 
       Operating Partnerships                  625,000        (1,000)
                                            ----------     ---------
         Net cash (used in) provided by
           investing activities               (459,314)     (555,597)
                                            ----------     ---------

         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS                  7,491      (337,863)
                                            
Cash and cash equivalents, beginning           645,336     1,046,476
                                            ----------     ---------
Cash and cash equivalents, ending          $   652,827    $  708,613
                                            ==========     =========
       The accompanying notes are an integral part of these statements.
                                     31
<PAGE>
           Boston Capital Tax Credit Fund II Limited Partnership

                       NOTES TO FINANCIAL STATEMENTS
                             December 31, 1996  
                                (Unaudited)

NOTE A - ORGANIZATION
     
Boston Capital Tax Credit Fund II Limited Partnership (the "Partnership") was
formed under the laws of the State of Delaware as of June 28, 1989, for the
purpose of acquiring, holding, and disposing of limited partnership interests
in operating partnerships which will acquire, develop, rehabilitate, operate
and own newly constructed, existing or rehabilitated low-income apartment
complexes ("Operating Limited Partnerships").  The general partner of the
Partnership is Boston Capital Associates II Limited Partnership and the
limited partner is BCTC II Assignor Corp. (the "Assignor Limited Partner").

Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11
Registration Statement with the Securities and Exchange Commission, effective
October 25, 1989, which covered the offering (the "Public Offering") of the
Partnership's beneficial assignee certificates ("BACs") representing
assignments of units of the beneficial interest of the limited partnership
interest of the Assignor Limited Partner.  The Partnership registered
20,000,000 BACs at $10 per BAC for sale to the public in six series.  The
Partnership sold 1,036,100 of Series 7 BACs, 4,178,029 of Series 9 BACs,
2,428,925 of Series 10 BACs, 2,489,599 of Series 11 BACs, 2,972,795 of Series
12 BACs, and 5,574,290 of Series 14 BACs.  In 1991, when BACs were offered
and sold to certain residents of the Commonwealth of Pennsylvania, provisions
of Section 201 of the Pennsylvania Securities Act of 1972 relating to the
registration of securities may not have been complied with, in connection
with, the offer or sale of some of the securities.  Accordingly the
Partnership offered to repurchase, at the investors option, these securities. 
Three investors holding 6,100 BACs representing $61,000 accepted the
Partnership's offer to repurchase.  In 1993 the Partnership repurchased the
BAC's with an effective date of December 31, 1992.  The Partnership issued the
last BACs in Series 14 on January 27, 1992.  This concluded the Public
Offering of the Partnership.

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of December 31, 1996
and for the nine months then ended have been prepared by the Partnership,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  No BACs with respect to Series 8 and Series 13 were
offered.  The Partnership accounts for its investments in Operating
Partnerships using the equity method, whereby the partnership adjusts its
investment cost for its share of each Operating Partnership's results of 
operations and for any distributions received or accrued.  




                                     32

           Boston Capital Tax Credit Fund II Limited Partnership

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             December 31,1996
                                (Unaudited)


NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES - Continued

Costs incurred by the Partnership in acquiring the investments in Operating
Partnerships are capitalized to the investment account.  The Partnership's
accounting and financial reporting policies are in conformity with generally
accepted accounting principles and include adjustments in interim periods
considered necessary for a fair presentation of the results of operations. 
Such adjustments are of a normal recurring nature.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant  to such rules and regulations.    It is  suggested that 
these  condensed financial statements be read in conjunction with the
financial statements and the notes thereto included in the Partnership Annual
Report on Form 10-K.

     On July 1, 1995, the Partnership began amortizing unallocated acquisition
costs over 330 months from April 1, 1995.  As of December 31, 1996, the
Partnership has accumulated unallocated acquisition amortization totalling
$84,982.  The breakdown of accumulated unallocated acquisition amortization
within the Partnership as of December 31, 1996 for Series 9, Series 10,
Series 11, Series 12, and Series 14 is $1,522, $6,022, $3,053, $23,304, and
$51,081, respectively.

NOTE C - RELATED PARTY TRANSACTIONS

The Partnership has entered into several transactions with various affiliates
of the general partner, including Boston Capital Partners, Inc., and Boston
Capital Asset Management Limited Partnership (formerly Boston Capital 
Communications Limited Partnership) as follows:

     An annual partnership management fee based on .5 percent of the aggregate
cost of all apartment complexes owned by the Operating Partnerships has been
accrued to Boston Capital Asset Management Limited Partnership (formerly
Boston Capital Communications Limited Partnership).  The partnership
management fee accrued for the quarters ended December 31, 1996 and 1995 are
as follows:








                                     33<PAGE>
           Boston Capital Tax Credit Fund II Limited Partnership

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED

                              December 31, 1996
                                (Unaudited)

NOTE C - RELATED PARTY TRANSACTIONS - Continued


                                1996           1995  
                              --------       --------  
               Series  7      $ 28,287       $ 28,287
               Series  9       143,946        142,607
               Series 10        88,878         88,878
               Series 11        81,420         81,420
               Series 12        95,817         95,817
               Series 14       189,135        189,255
                               -------        ------- 
                              $627,483       $626,264
                               =======        =======


     Accounts payable - affilates at December 31, 1996 and 1995 represents
accrued general and adminstrative expenses and partnership management fees,
and advances from an affiliate of the general partner, which are payable to
Boston Capital Partners, Inc., and Boston Capital Communications Limited
Partnership (formerly Boston Capital Communications Limited Partnership).

     As of December 31, 1996, an affiliate of the general partner has advanced 
a total of $46,900 to the Partnership to pay certain operating expenses of one
of the series (Series 7).  These advances are included in Accounts Payable -
Affiliates.  These advances, and any additional advances, will be paid, 
without interest, from available cash flow or the proceeds of sales or
refinancing of the Partnership's interests in Operating Partnerships.
















                                     34<PAGE>
           Boston Capital Tax Credit Fund II Limited Partnership
                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              December 31, 1996
                                (Unaudited)

NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

     At December 31, 1996 and 1995 the Partnership had limited partnership
interests in 310 Operating Partnerships which own apartment complexes.  The
number of Operating Partnerships in which the Partnership had limited
partnership interests at December 31, 1996 and 1995 by series are as follows:

                           1996      1995
                           ----      ----
            Series  7       15        15
            Series  9       55        55
            Series 10       46        46
            Series 11       40        40
            Series 12       53        53
            Series 14      101       101
                           ---       ---
                           310       310 
                           ===       === 

    Under the terms of the Partnership's investment in each Operating
Partnership, the Partnership is required to make capital contributions to the
Operating Partnerships.  These contributions are payable in installments over
several years upon each Operating Partnership achieving specified levels of
construction and/or operations.

  The contributions payable at December 31, 1996 and 1995 by series are as
follows:

                              1996            1995   
                           ----------      ----------
            Series  7      $        -      $        -
            Series  9           4,590          99,610
            Series 10               -          10,014
            Series 11          27,528          27,528
            Series 12          11,405          87,835
            Series 14         622,067       1,787,274
                            ---------       ---------
                           $  665,590      $2,012,261
                            =========       ========= 

The Partnership's fiscal year ends March 31 of each year, while all the
Operating Partnerships' fiscal years are the calendar year.  Pursuant to the
provisions of each Operating Partnership Agreement, financial results for each
of the Operating Partnerships are provided to the Partnership within 45 days
after the close of each Operating Partnership's quarterly period. 
Accordingly, the current financial results available for the Operating
Partnerships are for the nine months ended September 30, 1996.
                                   35

            Boston Capital Tax Credit Fund II Limited Partnership

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            December 31, 1996
                              (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                      Nine months ended September 30,
                             (Unaudited)
          
                                                 Series 7                     
                                       ---------------------------
                                          1996             1995
                                          ----             ----    
Revenues
   Rental                             $ 1,589,123      $ 2,030,730
   Interest and other                     194,127          204,977
                                        ---------        ---------
                                        1,783,250        2,235,707
                                        ---------        ---------
Expenses                                  
  Interest                                736,939          959,710
  Depreciation and amortization           759,294          924,653
  Operating expenses                    1,080,056        1,193,831
                                        ---------        ---------
                                        2,576,289        3,078,194 
                                        ---------        ---------
    
          NET LOSS                    $  (793,039)     $  (842,487)
                                        =========        =========
Net loss allocated to Boston  
  Capital Tax Credit Fund II     
   Limited Partnership                $  (590,128)     $  (758,429)
                                        =========        =========

Net loss allocated to other partners  $    (7,930)     $    (8,425)
                                        =========         ========

Net loss suspended                    $  (194,981)     $   (75,633)
                                        =========         ========

The variance in allowable loss from the Operating Partnerships for the nine
months ended September 30, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships.  The
Partnership accounts for its investments using the equity method of 
accounting.  Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.  However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions.  Excess losses are suspended for use in future years to
offset excess income.
                                     36<PAGE>
            Boston Capital Tax Credit Fund II Limited Partnership

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             December 31, 1996
                              (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                      Nine months ended September 30,
                              (Unaudited)
                                                Series 9                     
                                        --------------------------
                                           1996             1995 
                                          -----            -----
 Revenues                                
   Rental                             $ 7,259,297      $ 7,175,239
   Interest and other                     409,417          488,547
                                       ----------       ----------
                                        7,668,714        7,663,786
                                       ----------       ----------
Expenses                                  
  Interest                              2,718,490        2,963,728
  Depreciation and amortization         2,936,142        2,995,554
  Operating expenses                    4,819,425        4,073,894
                                       ----------       ----------
                                       10,474,057       10,033,176
                                       ----------       ----------
    
          NET LOSS                    $(2,805,343)     $(2,369,390)
                                       ==========       ==========
Net loss allocated to Boston  
  Capital Tax Credit Fund II      
   Limited Partnership                $(2,378,992)     $(2,329,865)
                                       ==========       ==========

Net loss allocated to other partners  $   (28,053)     $   (23,694)
                                        =========       ==========

Net loss suspended                    $  (398,298)     $   (15,831)
                                        =========       ==========

The variance in allowable loss from the Operating Partnerships for the nine
months ended September 30, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships.  The
Partnership accounts for its investments using the equity method of
accounting.  Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for an distributions received or accrued.  However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions.  Excess losses are suspended for use in future years to
offset excess income.
                                     37

            Boston Capital Tax Credit Fund II Limited Partnership

                  NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            December 31, 1996
                               (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                      Nine Months ended September 30,
                             (Unaudited)
                                                  Series 10                    
                                        --------------------------
                                          1996             1995   
 Revenues                                 ----             ----

   Rental                             $ 5,511,545      $ 5,557,951
   Interest and other                     227,750          323,186
                                       ----------       ---------- 
                                        5,739,295        5,881,137
                                       ----------       ----------
Expenses                                  
  Interest                              2,157,313        2,072,483
  Depreciation and amortization         1,940,147        1,903,125
  Operating expenses                    3,272,904        3,061,962
                                       ----------       ----------
                                        7,370,364        7,037,570
                                       ----------       ----------
          NET LOSS                    $(1,631,069)     $(1,156,433)
                                       ==========       ==========

Net loss allocated to Boston  
  Capital Tax Credit Fund      
   Limited Partnership II             $(1,362,731)     $(1,069,355)
                                       ==========       ==========

Net loss allocated to other partners  $   (16,311)     $   (11,564)
                                       ==========       ==========

Net loss suspended                    $  (252,027)     $   (75,514)
                                       ==========       ==========

The variance in allowable loss from the Operating Partnerships for the nine
months ended September 30, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships.  The
Partnership accounts for its investments using the equity method of
accounting.  Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.  However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions.  Excess losses are suspended for use in future years to
offset excess income.
                                     38
<PAGE>
           Boston Capital Tax Credit Fund II Limited Partnership

                NOTES TO FINANCIAL STATEMENTS - CONTINUED
                         December 31, 1996 
                            (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

             COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                   Nine months ended September 30,
                          (Unaudited)
          
                                                  Series 11                    
                                       ----------------------------
                                          1996             1995   
 Revenues                                 ----             ----
   Rental                             $ 4,724,532      $ 4,768,206
   Interest and other                     214,690          390,064
                                       ----------       ----------
                                        4,939,222        5,158,270
                                       ----------       ----------
Expenses                                  
  Interest                              1,571,598        1,812,328
  Depreciation and amortization         1,908,600        1,973,129
  Operating expenses                    2,767,002        2,612,399
                                       ----------       ----------

                                        6,247,200        6,397,856
                                       ----------       ----------

          NET LOSS                    $(1,307,978)     $(1,239,586)
                                       ==========       ==========
Net loss allocated to Boston  
  Capital Tax Credit Fund II     
   Limited Partnership                $(1,134,431)     $(1,227,190)
                                       ==========       ==========

Net loss allocated to other partners  $   (13,080)     $   (12,396)
                                       ==========       ==========

Net loss suspended                    $  (160,467)     $         - 
                                       ==========       ==========

The variance in allowable loss from the Operating Partnerships for the nine
months ended September 30, 1996 is mainly a result of the way the Partnership
accounts for its investment in Operating Partnerships.  The Partnership
accounts for its investments using the equity method of accounting.  Under the
equity method of accounting, the partnership adjusts its investment cost for
its share of each Operating Partnership's results of operations and for any
distributions received or accrued.  However, the Partnership recognizes
individual operating losses only to the extent of capital contributions. 
Excess losses are suspended for use in future years to offset excess income.
                                     39<PAGE>
            Boston Capital Tax Credit Fund II Limited Partnership

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            December 31, 1996
                              (Unaudited)


NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                     Nine months ended September 30,
                             (Unaudited)

                                                  Series 12                    
                                        --------------------------
                                           1996             1995   
 Revenues                                  ----             ----
   Rental                             $ 5,049,373      $ 5,039,012
   Interest and other                     191,503          271,735
                                        ---------        ---------

                                        5,240,876        5,310,747
                                        ---------        ---------
Expenses                                  
  Interest                              1,957,004        1,998,116
  Depreciation and amortization         2,133,854        2,089,662
  Operating expenses                    3,037,220        2,789,601
                                        ---------        ---------
                                        7,128,078        6,877,379            
                                        ---------        --------- 
     
          NET LOSS                    $(1,887,202)     $(1,566,632)
                                        =========        =========
Net loss allocated to Boston  
  Capital Tax Credit Fund II     
   Limited Partnership                $(1,805,569)     $(1,550,967)
                                        =========        =========
Net loss allocated to other partners  $   (18,872)     $   (15,665)
                                        =========        =========

Net loss suspended                    $   (62,761)     $         -  
                                        =========        =========

The variance in allowable loss from the Operating Partnerships for the nine
months ended September 30, 1996 is mainly a result of the way the Partnership
accounts for its investment in Operating Partnerships.  The Partnership
accounts for its investments using the equity method of accounting.  Under the
equity method of accounting, the partnership adjusts its investment cost for 
its share of each Operating Partnership's results of operations and for any
distributions received or accrued.  However, the Partnership recognizes 
individual operating losses only to the extent of capital contributions.  
Excess losses are suspended for use in future years to offset excess income.
                                     40<PAGE>
           Boston Capital Tax Credit Fund II Limited Partnership

                NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 1996
                             (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

           COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                   Nine months ended September 30,
                             (Unaudited)

                                                  Series 14                    
                                        --------------------------
                                          1996             1995   
 Revenues                                 ----             ----
   Rental                             $11,404,165      $10,649,357
   Interest and other                     468,276          450,636
                                       ----------       ----------

                                       11,872,441       11,099,993
                                       ----------       ----------
Expenses                                  
  Interest                              4,294,166        4,493,036
  Depreciation and amortization         4,364,980        4,311,411
  Operating expenses                    6,843,537        6,667,506
                                       ----------       ----------
                                       15,502,683       15,471,953
                                       ----------       ----------
          NET LOSS                    $(3,630,242)     $(4,371,960)
                                       ==========       ==========
Net loss allocated to Boston  
  Capital Tax Credit Fund II     
  Limited Partnership                 $(3,553,226)     $(4,300,411)
                                       ==========       ==========

Net loss allocated to other partners  $   (36,302)     $   (43,720)
                                       ==========       ==========

Net loss suspended                    $   (40,714)     $   (27,829)
                                       ==========       ==========

The variance in allowable loss from the Operating Partnerships for the nine
months ended September 30, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships.  The
Partnership accounts for its investments using the equity method of
accounting.  Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.  However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions.  Excess losses are suspended for use in future years to
offset excess income.
                                     41<PAGE>
 
         Boston Capital Tax Credit Fund II Limited Partnership

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED

                              December 31, 1996
                                (Unaudited)

NOTE E - TAXABLE LOSS

The Partnership's taxable loss for the fiscal year ended March 31, 1997 is
expected to differ from its loss for financial reporting purposes primarily
due to accounting differences in depreciation incurred by the Operating
Partnerships.  No provision or benefit for income taxes has been included in
these financial statements since taxable income or loss passes through to, and
is reportable by, the partners and assignees individually.  





































                                     42<PAGE>
Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations

Liquidity
---------
The Partnership's primary source of funds was the proceeds of its Public
Offering.  Other sources of liquidity include (i) interest earned on capital
contributions unpaid as of December 31, 1996 or on working capital reserves
and (ii) cash distributions from operations of the Operating Partnerships in
which the Partnership has invested in.  These sources of liquidity, along with
the Partnerships working capital reserve, are available to meet the
obligations of the Partnership.  The Partnership does not anticipate
significant cash distributions from operations of the Operating Partnerships. 

The Partnership is currently accruing the annual partnership management fee.
Pursuant to the Partnership Agreement, such liabilities will be deferred until
the Partnership receives sales or refinancing proceeds from Operating
Partnerships, and at that time proceeds from such sales or refinancing will be
used to satisfy such liabilities.  The Partnership anticipates that there
will be sufficient cash to meet future third party obligations.

An affiliate of the general partner has advanced $46,900 to the Partnership to
pay certain third party operating expenses.  This amount has been advanced
solely to Series 7.  These and any additional advances will be paid, without
interest, from available cash flow, reporting fees, or the proceeds of the
sales of refinancing of the Partnership's interest in Operating Partnerships. 
The Partnership anticipates that as the Operating Partnerships continue to
mature, more cash flow and reporting fees will be generated.  Cash flow and
reporting fees will be added to the Partnership's working capital and will be
available to meet future third party obligations of the Partnership.  The
Partnership is currently pursuing, and will continue to pursue, available cash
flow and reporting fees and anticipates that the amount collected will be
sufficient to cover third party operating expenses.

For the quarter ended December 31, 1996, the Partnership earned $138,010 in
interest, the majority of which was earned as tax exempt interest in an escrow
account holding capital contributions due to the Operating Partnership
Lexington Park Associates Limited Partnership.  During the quarter ended
December 31, 1996, the portion of funds in the escrow account that represented
a credit adjuster, plus accrued interest, was returned to the Partnership.  As
of December 31, 1996, a portion of the capital contributions still remained in
the escrow account on behalf of the Operating Partnership.  Per the Escrow
Agreement, the interest earned on the escrowed funds is due to the
Partnership.

Capital Resources
-----------------
The Partnership offered BACs in a Public offering declared effective by the
Securities and Exchange Commission on October 25, 1989.  The Partnership



                                    43


received and accepted subscriptions for $186,337,017 representing 18,679,738
BACs from investors admitted as BAC Holders in Series 7 through Series 14
of the Partnership.   

(Series 7)  The Partnership commenced offering BACs in Series 7 on November
14, 1989.  Offers and sales of BACs in Series 7 totaled $10,361,000 and were
completed on December 29, 1989.  The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 15 Operating
Partnerships in the amount of $7,547,852. 

As of December 31, 1996, Series 7 had paid all installments of capital
contributions to the Operating Partnerships.  

(Series 8)  No BACs with respect to Series 8 were offered.

(Series 9)  The Partnership commenced offering BACs in Series 9 on February 1,
1990.  Offers and sales of BACs in Series 9 totaled $41,574,018 and were
completed on May 4, 1990.  The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 55 Operating
Partnerships in the amount of $30,128,943.

During the quarter ended December 31, 1996, none of Series 9 net offering
proceeds had been used to pay capital contributions.  Series 9 net offering
proceeds in the amount of $4,590 remain to be used by the Partnership to pay
additional installments of capital contributions to the Operating
Partnerships.

(Series 10)  The Partnership commenced offering BACs in Series 10 on May 10,
1990.  Offers and sales of BACs in Series 10 totaled $24,288,997 and were
completed on August 24, 1990.  The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 46 Operating
Partnerships in the amount of $17,685,147. 

As of December 31,1996, Series 10 had paid all installments of capital
contributions to the Operating Partnerships. 

(Series 11)  The Partnership commenced offering BACs in Series 11 on September
17, 1990.  Offers and sales of BACs in Series 11 totaled $24,735,002 and were
completed on December 27, 1990.  The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 40 Operating
Partnerships in the amount of $17,849,548. 

During the quarter ended December 31, 1996, none of Series 11 net proceeds
had been used to pay capital contributions.  Series 11 net offering proceeds
in the amount of $27,528 remain to be used by the Partnership to pay remaining
capital contributions to the Operating Partnerships.  

(Series 12)  The Partnership commenced offering BACs in Series 12 on January
29, 1991.  Offers and sales of BACs in Series 12 totaled $29,710,003 and were
completed on April 30, 1991.  The Partnership had committed proceeds to pay

                                   44
  


initial and additional installments of capital contributions to 53 Operating
Partnerships in the amount of $21,654,977.  

During the quarter ended December 31, 1996, none of Series 12 net offering
proceeds had been used to pay capital contributions.  Series 12 net offering
proceeds in the amount of $11,405 remain to be used by the Partnership to pay
remaining capital contributions to the Operating Partnerships.

(Series 13)  No BACs with respect to Series 13 were offered.

(Series 14)  The Partnership commenced offering BACs in Series 14 on May 20,
1991.  Offers and sales of BACs in Series 14 totaled $55,728,997 and were
completed on  January 27, 1992.  The Partnership had committed proceeds to pay
initial and additional installments of capital contributions to 101 Operating
Partnerships in the amount of $40,673,736.

During the quarter ended December 31, 1996, none Series 14 net offering
proceeds had been used to pay capital contributions.  Series 14 net offering
proceeds in the amount of $622,067 remain to be used by the Partnership to pay
remaining capital contributions to the Operating Partnerships.

Results of Operations
---------------------
As of December 31, 1996 and 1995 the Partnership held limited partnership
interests in 310 Operating Partnerships.  In each instance the Apartment
Complex owned by the applicable Operating Partnership is eligible for the
Federal Housing Tax Credit.  Occupancy of a unit in each Apartment Complex
which initially complied with the Minimum Set-Aside Test (i.e., occupancy by
tenants with incomes equal to no more than a certain percentage of area median
income) and the Rent Restriction Test (i.e., gross rent charged tenants does
not exceed 30% of the applicable income standards) is referred to hereinafter
as "Qualified Occupancy."  Each of the Operating Partnerships and each of the
respective Apartment Complexes are described more fully in the Prospectus or
applicable report on Form 8-K.  The General Partner believes that there is
adequate casualty insurance on the properties.

The Partnership incurs a partnership management fee to Boston Capital
Asset Management Limited Partnership (formerly Boston Capital Communications
Communications Limited Partnership) in an amount equal to 0.5% of the
aggregate cost of the apartment complexes owned by the Operating Partnerships,
less the amount of certain asset management and reporting fees paid by the
Operating Partnerships. The annual partnership management fee is currently
being accrued.  It is anticipated that all outstanding fees will be repaid
from the sale or refinancing proceeds.   The partnership management fee
incurred for the quarters ended December 31, 1996 and 1995 were $597,694 and
$599,442, respectively.  The amount is anticipated to decrease in subsequent
future periods as the Operating Partnerships begin to pay annual asset
management and reporting fees to the partnership.  


                                    45




The Partnership's investment objectives do not include receipt of significant
cash distributions from the Operating Partnerships in which it has invested or
intends to invest.  The Partnership's investments in Operating Partnerships
have been and will be made principally with a view towards realization of
Federal Housing Tax Credits for allocation to its partners and BAC holders.  

The General Partner and it's affiliate, Boston Capital Asset Management
Limited Partnership, monitors the operations of all the properties in the 
Partnership.  The Operating Partnerships that are mentioned in the following
discussion of each series' results of operations are being closely monitored
so as to improve the overall results of each series' operations.

(Series 7)  As of December 31, 1996 and 1995, the average Qualified Occupancy
for the series was 100% for both years.  The series had a total of 15
properties at December 31, 1996. 

For the nine months being reported the series reflects a net loss from the
Operating Partnerships of $793,039. When adjusted for depreciation, which is a
non-cash item, the Operating Partnerships reflect a net loss of $33,745.  This
is an interim period estimate; it is not necessarily indicative of the final
year end results.

(Series 9)  As of December 31, 1996 and 1995, the average Qualified
Occupancy for the series was 99.8 and 99.7%, respectively.  The series had a
total of 55 properties at December 31, 1996.  Out of the total, 52 were at
100% Qualified Occupancy.  

For the nine months being reported the series reflects a net loss from the
Operating Partnerships of $2,805,343. When adjusted for depreciation, which is
a non-cash item, the Operating Partnerships reflect positive operations of
$130,799.  This is an interim period estimate; it is not necessarily
indicative of the final year end results.

(Series 10)  As of December 31, 1996 and 1995, the average Qualified
Occupancy for the series was 99.8% and 99.7%, respectively.  The series had a
total of 46 properties at December 31, 1996, 44 of which were at 100%
Qualified Occupancy.  

For the nine months being reported the series reflects a net loss from the
Operating Partnerships of $1,631,069. When adjusted for depreciation which is
a non-cash item, the Operating Partnerships reflect positive operations of
$309,078.  This is an interim period estimate; it is not necessarily
indicative of the final year end results.

(Series 11)  As of December 31, 1996 and 1995, the average Qualified
Occupancy for the series was 100% for both years. The series had a total of 40
properties at December 31, 1996.



                                    46




For the nine months being reported the series reflects a net loss from the
Operating Partnerships of $1,307,978. When adjusted for depreciation, which is
a non-cash item, the Operating Partnerships reflect positive operations of
$600,622.  This is an interim period estimate; it is not necessarily
indicative of the final year end results. 

(Series 12)  As of December 31, 1996 and 1995, the average Qualified
Occupancy for the series was 100% and 99.9%, respectively. The series had a
total of 53 properties at December 31, 1996.

For the nine months being reported the series reflects a net loss from the
Operating Partnerships of $1,887,202. When adjusted for depreciation, which is
a non-cash item, the Operating Partnerships reflect positive operations of
$246,652.  This is an interim period estimate; it is not necessarily
indicative of the final year end results. 

California Investors VII Limited Partnership was operating at a deficit due to
higher than projected operating expenses.  Operating shortfalls caused the
accrual of accounts payable.  The Operating Partnership closed on a debt
refinancing in the fourth quarter of 1996.  The favorable interest rate
enabled the Operating Partnership to payoff the accrued accounts payable and
reduced the monthly debt payment.  The refinancing should also create
increased operating stability for the Operating Partnership.

During 1996, the Operating General Partner of Brandywood Limited Partnership
experienced financial difficulties.  Shortly thereafter, the Operating General
Partner and its affiliated management company were replaced. The new Operating
General Partner and management company, together,  have improved the occupancy
of the property, which is currently at 89%.  Additionally, negotiations are
underway with the permanent mortgage lender to restructure the debt service in
order to improve the financial feasibility of the property.

(Series 14)  As of December 31, 1996 and 1995, the average Qualified
Occupancy for the series was 99.9% and 99.8%, respectively.  The series had a
total of 101 properties at December 31, 1996, 98 of which were at 100%
Qualified Occupancy.     

For the nine months being reported the series reflects a net loss from the
Operating Partnerships of $3,630,242. When adjusted for depreciation, which is
a non-cash item, the Operating Partnerships reflect positive operations of
$734,738.  This is an interim period estimate; it is not necessarily
indicative of the final year end results.

During the quarter ended December 31, 1996, Series 14 earned $114,985 in
interest, the majority of which was earned as tax exempt interest in an escrow
account holding capital contributions due to the Operating Partnership
Lexington Park Associates Limited Partnership.  During the quarter ended
December 31, 1996, the portion of funds in the escrow account that represented
a credit adjuster, plus accrued interest, was returned to the Partnership.  As
of December 31, 1996, a portion of the capital contributions still remained in


                                     47

the escrow account on behalf of the Operating Partnership.  Per the Escrow
Agreement, the interest earned on the escrowed funds is due to the
Partnership. 

California Investors VII Limited Partnership was operating at a deficit due to
higher than projected operating expenses.  Operating shortgalls caused the
accrual of accounts payable.  The Operating Partnership closed on a debt
refinancing in the fourth quarter of 1996.  The favorable interest rate
enabled the Operating Partnership to payoff the accrued accounts payable and
reduced the monthly debt payment.  The refinancing should also create
increased operating stbility for the Operating Partnership.




































                                     48<PAGE>
                           PART II - OTHER INFORMATION
                           ---------------------------


Item 1.   Legal Proceedings

               None

Item 2.   Changes in Securities

               None

Item 3.   Defaults upon Senior Securities

               None

Item 4.   Submission of Matters to a Vote of Security Holders

               None

Item 5.   Other Information

               None

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

          None

          (b) Reports on Form 8-K

          None
          


















                                     49<PAGE>
                               SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. 

                             BOSTON CAPITAL TAX CREDIT 
                             FUND II LIMITED PARTNERSHIP



                             By:  Boston Capital Associates II Limited
                                  Partnership



                             By:  C&M Associates d/b/a 
                                  Boston Capital Associates



Date:  February 18, 1997     By:  /s/ John P. Manning  
                                  -------------------
                                  John P. Manning,
                                  Partner & Principal Financial
                                  Officer

























                                     50
<PAGE>
<PAGE>