<PAGE>  1

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                                  FORM 10-Q


              QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934


                   For the Quarter Ended December 31, 1998


                   _______________________________________



Commission       Registrant; State of Organization;             IRS Employer
 File No.           Address and Telephone Number             Identification No.
----------       ----------------------------------          ------------------

 1-14507         Boston Celtics Limited Partnership              04-3416346
                  (a Delaware limited partnership)
          151 Merrimac Street, Boston, Massachusetts  02114
                           (617) 523-6050

  1-9324        Boston Celtics Limited Partnership II            04-2936516
                  (a Delaware limited partnership)
          151 Merrimac Street, Boston, Massachusetts  02114
                           (617) 523-6050

Indicate by checkmark  whether the registrants (1) have filed reports  required
to be filed by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during  the  preceding  12 months  and (2) have  been  subject  to such  filing
requirements for the past 90 days. Yes X No ----- -----


As of December 31,  1998,  there were  2,703,664  Units  outstanding  of Boston
Celtics  Limited   Partnership,   and  2,703,664  units  representing   limited
partnership interests outstanding of Boston Celtics Limited Partnership II.
















<PAGE>  2

                       Part I - Financial Information

Item I - Financial Statements

                     BOSTON CELTICS LIMITED PARTNERSHIP
                              and Subsidiaries
                    Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                        December 31,       June 30,
                                                                            1998             1998
                                                                        ------------       --------
                                                                        (Unaudited)

                             ASSETS
<S>                                                                     <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                             $ 72,689,733     $  8,468,286
  Marketable securities                                                                     1,041,446
  Other short-term investments                                            12,391,409       81,114,266
  Prepaid expenses and other current assets                                  215,799          302,900
                                                                        -----------------------------
TOTAL CURRENT ASSETS                                                      85,296,941       90,926,898

PROPERTY AND EQUIPMENT, net of depreciation of $26,504 in
 December and $21,957 in June                                                 18,969           23,516
OTHER ASSETS                                                               1,035,532        1,096,129
                                                                        -----------------------------
                                                                        $ 86,351,442     $ 92,046,543
                                                                        =============================

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                 $  1,731,401     $  1,102,496
  Due to related parties                                                                    3,036,184
  Federal and state income taxes payable                                   1,051,205          733,800
  Notes payable                                                                            17,538,780
                                                                        -----------------------------
TOTAL CURRENT LIABILITIES                                                  2,782,606       22,411,260

DEFERRED FEDERAL AND STATE INCOME TAXES                                    9,710,875        9,710,875
NOTES PAYABLE TO BANK                                                     50,000,000       30,000,000
SUBORDINATED DEBENTURES                                                   33,184,133       32,984,700
INVESTMENT IN CAPITAL DEFICIENCY OF CELTICS
 BASKETBALL HOLDINGS, L.P.                                                34,237,885       29,865,364











<PAGE>  3

PARTNERS' CAPITAL (DEFICIT)
Boston Celtics Limited Partnership -
  General Partner                                                            184,166          290,166
  Limited Partners                                                       (44,725,834)     (34,329,896)
                                                                        -----------------------------
                                                                         (44,541,668)     (34,039,730)
Boston Celtics Limited Partnership II - General Partner                      117,372          210,292
Celtics Limited Partnership - General Partner                                218,827          262,554
Boston Celtics Communications Limited Partnership - General Partner          641,412          641,228
                                                                        -----------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT)                                        (43,564,057)     (32,925,656)
                                                                        -----------------------------
                                                                        $ 86,351,442     $ 92,046,543
                                                                        =============================

</TABLE>

See notes to condensed consolidated financial statements.








































<PAGE>  4

                     BOSTON CELTICS LIMITED PARTNERSHIP
                              and Subsidiaries
               Condensed Consolidated Statements of Operations
                                  Unaudited

<TABLE>
<CAPTION>

                                                                            For the Six          For the Three
                                                                           Months Ended          Months Ended
                                                                         December 31, 1998     December 31, 1998
                                                                         ---------------------------------------

<S>                                                                        <C>                    <C>
Costs and expenses:
  General and administrative                                               $  2,195,431           $ 1,145,116
  Depreciation and amortization                                                  28,104                14,052
                                                                           ----------------------------------
                                                                             (2,223,535)           (1,159,168)
Equity in loss of Celtics Basketball Holdings, L.P.                          (4,372,521)           (3,182,782)
Interest expense                                                             (3,383,228)           (1,648,411)
Interest income                                                               2,392,332             1,145,870
Net realized gains on disposition of marketable securities and other
 short-term investments                                                           6,020
                                                                           ----------------------------------
Loss before income taxes and extraordinary charge                            (7,580,932)           (4,844,491)
Provision for income taxes                                                      900,000               400,000
                                                                           ----------------------------------
Loss before extraordinary charge                                             (8,480,932)           (5,244,491)
Extraordinary charge for early retirement of notes payable                   (2,255,540)
                                                                           ----------------------------------
Net loss                                                                    (10,736,472)           (5,244,491)
Net loss applicable to interests of General Partners                           (242,410)             (128,815)
                                                                           ----------------------------------

Net loss applicable to interests of Limited Partners                       ($10,494,062)          ($5,115,676)
                                                                           ==================================

Loss per unit before extraordinary charge                                        ($3.06)               ($1.89)
Net loss per unit                                                                ($3.88)               ($1.89)


</TABLE>

See notes to condensed consolidated financial statements.













<PAGE>  5

                     BOSTON CELTICS LIMITED PARTNERSHIP
                              and Subsidiaries
               Condensed Consolidated Statement of Cash Flows
                                  Unaudited
                 For the Six Months Ended December 31, 1998


<TABLE>

<S>                                                  <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
  General and administrative expenses                $  (2,927,919)
  Interest expense                                      (1,732,385)
  Interest income                                        2,707,162
  Income taxes paid                                       (582,595)
                                                     -------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES             (2,535,737)
                                                     -------------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Purchases of short-term investments                 (246,982,754)
  Proceeds from sales of marketable securities           1,000,000
  Proceeds from sales of short-term investments        312,427,039
  Other receipts (expenditures)                             17,053
                                                     -------------
NET CASH FLOWS USED IN INVESTING ACTIVITIES             66,461,338
                                                     -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from bank borrowings                         20,000,000
  Payment of notes payable                             (19,794,320)
  Cash contributions from general partner                   90,166
                                                     -------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                   295,846
                                                     -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS               64,221,447
Cash and cash equivalents at beginning of period         8,468,286
                                                     -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD           $  72,689,733
                                                     =============

</TABLE>

See notes to condensed consolidated financial statements.













<PAGE>  6

                     BOSTON CELTICS LIMITED PARTNERSHIP
                              and Subsidiaries
            Notes to Condensed Consolidated Financial Statements


Note 1 - The condensed  consolidated  financial statements include the accounts
of Boston  Celtics  Limited  Partnership  ("BCLP," the  "Partnership")  and its
majority-owned and controlled subsidiaries and partnerships.

BCLP (formerly  "Boston Celtics Limited  Partnership II") is a Delaware limited
partnership   that  was  formed  on  April  13,  1998  in  connection   with  a
reorganization  of Boston  Celtics  Limited  Partnership  II (formerly  "Boston
Celtics Limited  Partnership")  ("BCLP II").  Pursuant to the reorganization of
BCLP II (the "Reorganization"), which was completed on June 30, 1998, BCLP owns
a 99% limited partnership interest in BCLP II.

BCLP held no material assets and was not engaged in operations from its date of
formation  until the completion of the  Reorganization  on June 30, 1998.  Upon
completion of the Reorganization, BCLP, through its subsidiaries, holds certain
investments,  including a 48.3123%  limited  partnership  investment in Celtics
Basketball  Holdings,  L.P. ("Celtics  Basketball  Holdings"),  which,  through
Celtics  Basketball,  L.P.  ("Celtics  Basketball"),   its  99.999%  subsidiary
partnership,  owns and operates the Boston Celtics professional basketball team
(the  "Boston  Celtics") of the National  Basketball  Association  (the "NBA").
BCLP's investment in Celtics Basketball Holdings is accounted for on the equity
method, and accordingly,  the investment is carried at cost, effected by equity
in income or loss of Celtics  Basketball  Holdings and reduced by distributions
received.

Note 2 - The unaudited interim condensed consolidated financial statements have
been prepared in accordance with generally accepted  accounting  principles for
interim financial  statements and with instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal  recurring  accruals)  necessary  for a fair  presentation  have been
included  therein.  Operating results for interim periods are not indicative of
the results that may be expected for the full year.  Such financial  statements
should be read in conjunction  with the consolidated  financial  statements and
footnotes  thereto  of Boston  Celtics  Limited  Partnership  and  Subsidiaries
included in the annual report on Form 10-K for the year ended June 30, 1998 and
the Form 10-Q for the quarter ended September 30, 1998.

Note 3 - BCLP,  through its subsidiary  partnerships and  corporations,  owns a
48.3123% limited partnership interest in Celtics Basketball Holdings.  Prior to
the  completion  of the  Reorganization  on June 30, 1998,  Celtics  Basketball
Holdings  held no  material  assets  and was not  engaged in  operations.  Upon
completion of the Reorganization,  Celtics Basketball Holdings, through Celtics
Basketball,  owns and operates the Boston Celtics. BCLP's investment in Celtics
Basketball  Holdings is  accounted  for on the equity  method.  Summary  income
statement  data for Celtics  Basketball  Holdings  for the six and three months
ended December 31, 1998 is as follows:






<PAGE>  7

<TABLE>
<CAPTION>
                                        For the Six      For the Three
                                        Months Ended     Months Ended
                                        December 31,     December 31,
                                            1998             1998
                                        ------------     -------------

<S>                                     <C>              <C>
Total costs and expenses                ($7,650,867)     ($1,819,138)
Interest expense, net                    (1,399,754)        (643,487)
                                        ----------------------------
Net loss                                ($9,050,621)     ($2,462,625)
                                        ============================
</TABLE>

Note 4 - The following table sets forth the computation of loss per unit:

<TABLE>
<CAPTION>

                                                                               For the Six      For the Three
                                                                               Months Ended     Months Ended
                                                                               December 31,     December 31,
                                                                                   1998             1998
                                                                               ------------     -------------

<S>                                                                             <C>             <C>
Numerator for loss per unit:
  Loss before extraordinary charge:
    Loss before extraordinary charge                                            ($8,480,932)    ($5,244,491)
    Applicable to interests of General Partners of subsidiary partnerships         (113,854)        (77,142)
                                                                               ----------------------------
                                                                                 (8,367,078)     (5,167,349)
    Applicable to 1% General Partnership interest of BCLP                           (83,671)        (51,673)
                                                                               ----------------------------
    Applicable to interests of Limited Partners                                 ($8,283,407)    ($5,115,676)
                                                                               ============================

  Net loss:
    Net loss                                                                   ($10,736,472)    ($5,244,491)
    Applicable to interests of General Partners of subsidiary partnerships         (136,409)        (77,142)
                                                                               ----------------------------
                                                                                (10,600,063)     (5,167,349)
    Applicable to 1% General Partnership interest of BCLP                          (106,001)        (51,673)
                                                                               ----------------------------
    Applicable to interests of Limited Partners                                ($10,494,062)    ($5,115,676)
                                                                               ============================

Denominator for loss per unit - weighted average units                            2,703,664       2,703,664
                                                                               ============================

Loss per unit before extraordinary charge                                            ($3.06)         ($1.89)
                                                                               ============================
Net loss per unit                                                                    ($3.88)         ($1.89)
                                                                               ============================

</TABLE>
<PAGE>  8

Note 5 - The Partnership adopted Financial Accounting Standards Board Statement
No. 130, "Reporting  Comprehensive  Income" ("Statement 130") effective July 1,
1998.  Comprehensive  income was not materially different from net loss for the
six and three months ended December 31, 1998.

Note 6 - NBA players,  including those that play for the Boston  Celtics,  were
covered  by a  collective  bargaining  agreement  between  the  NBA and the NBA
Players Association (the "NBPA") that was to be in effect through June 30, 2001
(the  "Collective  Bargaining  Agreement").  Under the terms of the  Collective
Bargaining  Agreement,  the NBA had  the  right  to  terminate  the  Collective
Bargaining  Agreement  after the 1997-98 season if it was  determined  that the
aggregate  salaries and benefits  paid by all NBA teams for the 1997-98  season
exceeded  51.8% of  projected  Basketball  Related  Income,  as  defined in the
Collective Bargaining Agreement ("BRI").  Effective June 30, 1998, the Board of
Governors  of the NBA voted to  exercise  that right and reopen the  Collective
Bargaining Agreement, as it had been determined that the aggregate salaries and
benefits  paid by the NBA teams for the 1997-98  season  would  exceed 51.8% of
projected  BRI.  Effective  July 1, 1998,  the NBA  commenced  a lockout of NBA
players  in  support  of its  attempt  to  reach  a new  collective  bargaining
agreement.

On  January  21,  1999,  the NBA and the  NBPA  entered  into a new  collective
bargaining  agreement  (the "New  Collective  Bargaining  Agreement"),  thereby
ending the lockout. The New Collective  Bargaining Agreement is to be in effect
through  June 30,  2004,  and the NBA has an  option  to extend it for one year
thereafter.  The NBA and NBPA have agreed  that the 1998-99 NBA regular  season
will  consist of 50 games per team (25 of which are home  games)  beginning  in
early February 1999.  Ordinarily,  the NBA regular season  consists of 82 games
per team (41 of which are home games),  and generally begins in late October or
early  November.  Further,  as provided  under the terms of the New  Collective
Bargaining Agreement, NBA teams are only required to pay 50/82 of each player's
salary with respect to the 1998-99 regular season.  Previously,  an independent
arbitrator ruled that NBA teams were not required to pay player salaries during
the lockout.

During the lockout,  NBA teams  refunded  amounts paid by season ticket holders
(plus  interest at 6%) for any home games that were canceled as a result of the
lockout.  Such refunds were paid by Celtics  Basketball  on a monthly basis for
any games canceled in the preceding month.

Prior to the  execution of the New  Collective  Bargaining  Agreement,  Celtics
Basketball  refunded  amounts paid by season  ticket  holders for a total of 16
home games  (including  two  exhibition  games) that were  canceled  due to the
lockout  through  December 31, 1998.  These refunds  amounted to  approximately
$9,477,000 (including interest of approximately $149,000). Based on the revised
1998-99 NBA regular season schedule, Celtics Basketball is liable for refunding
amounts  paid by season  ticket  holders  for two  additional  home games (plus
interest  at 6% through  January 31,  1999).  These  additional  refunds due to
season ticket holders amount to approximately  $900,000  (including interest of
approximately  $23,000).  Season  ticket  holders have been given the option of
receiving a refund for these two  additional  games in February 1999 or leaving
the amount on deposit for future games (no interest will accrue on such amounts
after January 31, 1999).





<PAGE>  9

All amounts paid by season ticket holders are recorded by Celtics Basketball as
deferred revenue and are  subsequently  recognized as revenue on a game-by-game
basis as regular season games are played. No revenues have been recognized with
respect to amounts paid by season ticket  holders for canceled  games.  Amounts
refunded  are  recorded by Celtics  Basketball  as  reductions  in the deferred
revenue liability when paid.

Celtics Basketball  ordinarily recognizes Boston Celtics team and game expenses
on a game-by-game  basis as the 82 regular season games are played.  Due to the
cancellation  of 32  regular  season  games  in  the  1998-99  season,  Celtics
Basketball will generally  recognize Boston Celtics team and game expenses on a
game-by-game  basis over the shortened  50-game season.  However,  certain team
expenses  contractually  relate to a full  82-game  season.  As a  result,  the
results of operations of Celtics  Basketball  for the six months ended December
31, 1998 include a charge of  $3,550,000  representing  the pro rata portion of
certain  team costs  relative to the 32 canceled  regular  season  games in the
1998-99 season.









































<PAGE>  10

                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
                    Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                        December 31,       June 30,
                                                                            1998             1998
                                                                        ------------       --------
                                                                        (Unaudited)
                              ASSETS
<S>                                                                     <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                             $ 72,652,005     $  8,268,186
  Marketable securities                                                                     1,041,446
  Other short-term investments                                            12,391,409       81,114,266
  Due from related parties                                                 1,232,487
  Prepaid expenses and other current assets                                  215,799          212,734
                                                                        -----------------------------
TOTAL CURRENT ASSETS                                                      86,491,700       90,636,632

PROPERTY AND EQUIPMENT, net of depreciation of $26,504 in
 December and $21,957 in June                                                 18,969           23,516
OTHER ASSETS                                                               1,035,532        1,096,129
                                                                        -----------------------------
                                                                        $ 87,546,201     $ 91,756,277
                                                                        =============================
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                 $  1,853,307     $  1,102,296
  Due to related parties                                                                    3,036,184
  Federal and state income taxes payable                                   1,051,205          733,800
  Notes payable                                                                            17,538,780
                                                                        -----------------------------
TOTAL CURRENT LIABILITIES                                                  2,904,512       22,411,060

DEFERRED FEDERAL AND STATE INCOME TAXES                                    9,710,875        9,710,875
NOTES PAYABLE TO BANK                                                     50,000,000       30,000,000
SUBORDINATED DEBENTURES                                                   33,184,133       32,984,700
INVESTMENT IN CAPITAL DEFICIENCY OF CELTICS
 BASKETBALL HOLDINGS, L.P.                                                34,237,885       29,865,364

PARTNERS' CAPITAL (DEFICIT)
Boston Celtics Limited Partnership II -
  General Partner                                                            117,372          210,292
  Limited Partners                                                       (43,468,815)     (34,329,796)
                                                                        -----------------------------
                                                                         (43,351,443)     (34,119,504)
Celtics Limited Partnership - General Partner                                218,827          262,554
Boston Celtics Communications Limited Partnership - General Partner          641,412          641,228
                                                                        -----------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT)                                        (42,491,204)     (33,215,722)
                                                                        -----------------------------
                                                                        $ 87,546,201     $ 91,756,277
                                                                        =============================
</TABLE>

See notes to condensed consolidated financial statements.
<PAGE>  11

                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
               Condensed Consolidated Statements of Operations
                                  Unaudited

<TABLE>
<CAPTION>

                                                              Six Months Ended                 Three Months Ended
                                                        -------------------------------------------------------------
                                                        December 31,     December 31,     December 31,   December 31,
                                                            1998             1997             1998           1997
                                                        ------------     ------------     ------------   ------------

<S>                                                     <C>              <C>              <C>            <C>
Revenues:
  Basketball regular season -
    Ticket sales                                                         $12,797,000                     $12,797,000
    Television and radio broadcast rights fees                             9,345,000                       9,345,000
    Other, principally promotional advertising                             3,132,000                       3,132,000
                                                        ------------------------------------------------------------
                                                                          25,274,000                      25,274,000
                                                        ------------------------------------------------------------

Costs and expenses:
  Basketball regular season -
    Team                                                                  14,346,000                      14,346,000
    Game                                                                     912,000                         912,000
  General and administrative                            $   832,512        5,065,506      $   494,379      2,188,423
  Selling and promotional                                                  1,721,945                       1,224,924
  Depreciation                                                4,547          101,807            2,273         53,754
  Amortization of NBA franchise and other
   intangible assets                                         23,557           82,351           11,779         41,175
                                                        ------------------------------------------------------------
                                                            860,616       22,229,609          508,431     18,766,276
                                                        ------------------------------------------------------------
                                                           (860,616)       3,044,391         (508,431)     6,507,724
Equity in loss of Celtics Basketball Holdings, L.P.      (4,372,521)                       (3,182,782)
Interest expense                                         (3,383,228)      (2,949,868)      (1,648,411)    (1,470,840)
Interest income                                           2,392,332        3,296,253        1,145,870      1,729,563
Net realized gains on disposition of marketable
 securities and other short-term investments                  6,020           (1,046)                        (11,084)
                                                        ------------------------------------------------------------
Income (loss) before income taxes and
 extraordinary charge                                    (6,218,013)       3,389,730       (4,193,754)     6,755,363
Provision for income taxes                                  900,000          900,000          400,000        400,000
                                                        ------------------------------------------------------------
Income (loss) before extraordinary charge                (7,118,013)       2,489,730       (4,593,754)     6,355,363
Extraordinary charge for early retirement of notes
 payable                                                 (2,255,540)
                                                        ------------------------------------------------------------
Net income (loss)                                        (9,373,553)       2,489,730       (4,593,754)     6,355,363

Net income (loss) applicable to interests of
 General Partners                                          (136,409)          68,344          (77,142)       132,854
                                                        ------------------------------------------------------------


<PAGE>  12

Net income (loss) applicable to interests of
 Limited Partners                                       ($9,237,144)     $ 2,421,386      ($4,516,612)   $ 6,222,509
                                                        ============================================================

Income (loss) per unit before extraordinary charge           ($2.59)           $0.50           ($1.67)         $1.28
Net income (loss) per unit - basic                           ($3.42)           $0.50           ($1.67)         $1.28
Net income (loss) per unit - diluted                         ($3.42)           $0.44           ($1.67)         $1.13
Distributions declared per unit                                                $1.00                           $1.00

</TABLE>

See notes to condensed consolidated financial statements.














































<PAGE>  13

                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
               Condensed Consolidated Statements of Cash Flows
                                  Unaudited

<TABLE>
<CAPTION>
                                                                        For the Six Months Ended
                                                                    -------------------------------
                                                                    December 31,       December 31,
                                                                        1998               1997
                                                                    ------------       ------------

<S>                                                                 <C>                <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Receipts:
  Basketball regular season receipts:
    Ticket sales                                                                       $  30,728,370
    Television and radio broadcast rights fees                                             7,724,116
    Other, principally promotional advertising                                             1,921,689
                                                                    --------------------------------
                                                                                          40,374,175

Costs and expenses:
  Basketball regular season expenditures:
    Team expenses                                                                         18,341,611
    Game expenses                                                                            950,407
  General and administrative expenses                               $   2,675,381          7,783,736
  Selling and promotional expenses                                                         2,175,533
                                                                    --------------------------------
                                                                        2,675,381         29,251,287
                                                                    --------------------------------
                                                                       (2,675,381)        11,122,888
  Interest expense                                                     (1,732,385)        (2,125,435)
  Interest income                                                       2,707,162          3,300,002
  Income taxes refunded (paid)                                           (582,595)          (233,306)
  Payment of deferred compensation                                                          (418,148)
                                                                    --------------------------------
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES                     (2,283,199)        11,646,001
                                                                    --------------------------------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
  Purchases of:
    Marketable securities                                                                (37,394,187)
    Short-term investments                                           (246,982,754)      (409,694,599)
  Proceeds from sales of:
    Marketable securities                                               1,000,000         28,100,888
    Short-term investments                                            312,427,039        408,382,400
  Capital expenditures                                                                      (332,118)
  Other receipts (expenditures)                                            17,053            (64,978)
                                                                    --------------------------------
NET CASH FLOWS FROM (USED IN) INVESTING
 ACTIVITIES                                                            66,461,338        (11,002,594)
                                                                    --------------------------------
NET CASH FLOWS FROM OPERATING AND INVESTING
 ACTIVITIES                                                            64,178,139            643,407


<PAGE>  14

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from bank borrowings                                        20,000,000         50,000,000
  Payment of bank borrowings                                                             (50,000,000)
  Payment of notes payable                                            (19,794,320)
                                                                    --------------------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                                  205,680
                                                                    --------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                              64,383,819            643,407
Cash and cash equivalents at beginning of period                        8,268,186          6,498,739
                                                                    --------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                          $  72,652,005      $   7,142,146
                                                                    ================================

NON-CASH FINANCING ACTIVITIES
Distributions declared to limited partners of Boston Celtics Limited
 Partnership                                                                               5,400,522

</TABLE>

See notes to condensed consolidated financial statements.





































<PAGE>  15

                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
            Notes to Condensed Consolidated Financial Statements


Note 1 - The condensed  consolidated  financial statements include the accounts
of Boston Celtics  Limited  Partnership II (formerly  "Boston  Celtics  Limited
Partnership")  ("BCLP  II,"  the  "Partnership")  and  its  majority-owned  and
controlled  subsidiaries and  partnerships.  All intercompany  transactions are
eliminated in consolidation.

Pursuant to a reorganization of its partnership structure that was completed on
June 30, 1998 (the  "Reorganization"),  the  Partnership's  name was changed to
Boston Celtics Limited Partnership II. As a result of the  Reorganization,  the
Partnership's  99%  limited  partnership  interest  is owned by Boston  Celtics
Limited Partnership (a Delaware limited partnership formed in April 1998).

Prior to the  Reorganization,  BCLP II,  through  its  subsidiaries,  owned and
operated the Boston Celtics professional basketball team (the "Boston Celtics")
of the National  Basketball  Association (the "NBA") and held investments.  The
Boston Celtics were owned by Celtics Limited Partnership ("CLP"), in which BCLP
II has a 99% limited partnership interest.

Upon  completion  of the  Reorganization,  the  Boston  Celtics  are  owned and
operated  by  Celtics  Basketball,  L.P.  ("Celtics  Basketball"),   a  99.999%
subsidiary  of  Celtics  Basketball   Holdings,   L.P.   ("Celtics   Basketball
Holdings").  BCLP II,  through its  subsidiaries,  holds  certain  investments,
including  a 48.3123%  limited  partnership  investment  in Celtics  Basketball
Holdings.

Accordingly,  the operating  results of the Boston Celtics are  consolidated in
the accompanying  financial statements for periods prior to the Reorganization.
Effective  June 30, 1998,  BCLP II's interest in the accounts and operations of
the Boston  Celtics  is  reflected  in its  investment  in  Celtics  Basketball
Holdings,  which is accounted for on the equity method,  and  accordingly,  the
investment is carried at cost,  effected by equity in income or loss of Celtics
Basketball Holdings and reduced by distributions received.

Note 2 - The unaudited interim condensed consolidated financial statements have
been prepared in accordance with generally accepted  accounting  principles for
interim financial  statements and with instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal  recurring  accruals)  necessary  for a fair  presentation  have been
included  therein.  Operating results for interim periods are not indicative of
the results that may be expected for the full year.  Such financial  statements
should be read in conjunction  with the consolidated  financial  statements and
footnotes  thereto of Boston Celtics  Limited  Partnership II and  Subsidiaries
included in the annual report on Form 10-K for the year ended June 30, 1998 and
the Form 10-Q for the quarter ended September 30, 1998.







<PAGE>  16

Note 3 - BCLP II, through its subsidiary partnerships and corporations,  owns a
48.3123% limited partnership interest in Celtics Basketball Holdings.  Prior to
the  completion  of the  Reorganization  on June 30, 1998,  Celtics  Basketball
Holdings  held no  material  assets  and was not  engaged in  operations.  Upon
completion of the Reorganization,  Celtics Basketball Holdings, through Celtics
Basketball,  owns and  operates the Boston  Celtics.  BCLP II's  investment  in
Celtics  Basketball  Holdings is accounted  for on the equity  method.  Summary
income  statement  data for Celtics  Basketball  Holdings for the six and three
months ended December 31, 1998 is as follows:

<TABLE>
<CAPTION>

                                        For the Six      For the Three
                                        Months Ended     Months Ended
                                        December 31,     December 31,
                                            1998             1998
                                        ------------     -------------

<S>                                     <C>              <C>
Total costs and expenses                ($7,650,867)     ($1,819,138)
Interest expense, net                    (1,399,754)        (643,487)
                                        -----------------------------
Net loss                                ($9,050,621)     ($2,462,625)
                                        =============================

</TABLE>

Note 4 - The  following  table  sets forth the computation of income (loss) per
unit:

<TABLE>
<CAPTION>

                                                       Six Months Ended December 31,     Three Months Ended December 31,
                                                           1998             1997              1998              1997
                                                           ----             ----              ----              ----

<S>                                                    <C>              <C>               <C>                <C>
Numerator for income (loss) per unit:
  Income (loss) before extraordinary charge:
    Income (loss) before extraordinary charge          ($7,118,013)     $2,489,730        ($4,593,754)       $6,355,363
    Applicable to interests of General Partners of
     subsidiary partnerships                               (43,543)         43,886            (31,739)           70,000
                                                       ----------------------------------------------------------------
                                                        (7,074,470)      2,445,844         (4,562,015)        6,285,363
    Applicable to 1% General Partnership interest
     of BCLP II                                            (70,311)         24,458            (45,403)           62,854
                                                       ----------------------------------------------------------------
    Applicable to interests of Limited Partners        ($7,004,159)     $2,421,386        ($4,516,612)       $6,222,509
                                                       ================================================================







<PAGE>  17

Net income (loss):
  Net income (loss):                                   ($9,373,553)     $2,489,730        ($4,593,754)       $6,355,363
  Applicable to interests of General Partners of
   subsidiary partnerships                                 (43,543)         43,886            (31,739)           70,000
                                                       ----------------------------------------------------------------
                                                        (9,330,010)      2,445,844         (4,562,015)        6,285,363
  Applicable to 1% General Partnership interest
   of BCLP II                                              (92,866)         24,458            (45,403)           62,854
                                                       ----------------------------------------------------------------
  Applicable to interests of Limited Partners          ($9,237,144)     $2,421,386        ($4,516,612)       $6,222,509
                                                       ================================================================

Denominator:
  Denominator for basic earnings per unit -
   weighted average shares                               2,703,664       4,861,278          2,703,664         4,861,278
    Effect of dilutive securities:
      Options to purchase units of Partnership
       interest                                                            180,966                              178,474
      Restricted stock                                                     484,886                              484,886
                                                       ----------------------------------------------------------------
  Denominator for income (loss) per unit -
   weighted average units                                2,703,664       5,527,130          2,703,664         5,524,638
                                                       ================================================================

Income (loss) per unit before extraordinary charge          ($2.59)          $0.50             ($1.67)            $1.28
                                                       ================================================================
Net income (loss) per unit - basic                          ($3.42)          $0.50             ($1.67)            $1.28
                                                       ================================================================
Net income (loss) per unit - diluted                        ($3.42)          $0.44             ($1.67)            $1.13
                                                       ================================================================

</TABLE>

Note 5 - The Partnership adopted Financial Accounting Standards Board Statement
No. 130, "Reporting  Comprehensive  Income" ("Statement 130") effective July 1,
1998.  Comprehensive  income was not materially different from net loss for the
six and three months ended December 31, 1998.

Note 6 - NBA players,  including those that play for the Boston  Celtics,  were
covered  by a  collective  bargaining  agreement  between  the  NBA and the NBA
Players Association (the "NBPA") that was to be in effect through June 30, 2001
(the  "Collective  Bargaining  Agreement").  Under the terms of the  Collective
Bargaining  Agreement,  the NBA had  the  right  to  terminate  the  Collective
Bargaining  Agreement  after the 1997-98 season if it was  determined  that the
aggregate  salaries and benefits  paid by all NBA teams for the 1997-98  season
exceeded  51.8% of  projected  Basketball  Related  Income,  as  defined in the
Collective Bargaining Agreement ("BRI").  Effective June 30, 1998, the Board of
Governors  of the NBA voted to  exercise  that right and reopen the  Collective
Bargaining Agreement, as it had been determined that the aggregate salaries and
benefits  paid by the NBA teams for the 1997-98  season  would  exceed 51.8% of
projected  BRI.  Effective  July 1, 1998,  the NBA  commenced  a lockout of NBA
players  in  support  of its  attempt  to  reach  a new  collective  bargaining
agreement.





<PAGE>  18

On  January  21,  1999,  the NBA and the  NBPA  entered  into a new  collective
bargaining  agreement  (the "New  Collective  Bargaining  Agreement"),  thereby
ending the lockout. The New Collective  Bargaining Agreement is to be in effect
through  June 30,  2004,  and the NBA has an  option  to extend it for one year
thereafter.  The NBA and NBPA have agreed  that the 1998-99 NBA regular  season
will  consist of 50 games per team (25 of which are home  games)  beginning  in
early February 1999.  Ordinarily,  the NBA regular season  consists of 82 games
per team (41 of which are home games),  and generally begins in late October or
early  November.  Further,  as provided  under the terms of the New  Collective
Bargaining Agreement, NBA teams are only required to pay 50/82 of each player's
salary with respect to the 1998-99 regular season.  Previously,  an independent
arbitrator ruled that NBA teams were not required to pay player salaries during
the lockout.

During the lockout,  NBA teams  refunded  amounts paid by season ticket holders
(plus  interest at 6%) for any home games that were canceled as a result of the
lockout.  Such refunds were paid by Celtics  Basketball  on a monthly basis for
any games canceled in the preceding month.

Prior to the  execution of the New  Collective  Bargaining  Agreement,  Celtics
Basketball  refunded  amounts paid by season  ticket  holders for a total of 16
home games  (including  two  exhibition  games) that were  canceled  due to the
lockout  through  December 31, 1998.  These refunds  amounted to  approximately
$9,477,000 (including interest of approximately $149,000). Based on the revised
1998-99 NBA regular season schedule, Celtics Basketball is liable for refunding
amounts  paid by season  ticket  holders  for two  additional  home games (plus
interest  at 6% through  January 31,  1999).  These  additional  refunds due to
season ticket holders amount to approximately  $900,000  (including interest of
approximately  $23,000).  Season  ticket  holders have been given the option of
receiving a refund for these two  additional  games in February 1999 or leaving
the amount on deposit for future games (no interest will accrue on such amounts
after January 31, 1999).

All amounts paid by season ticket holders are recorded by Celtics Basketball as
deferred revenue and are  subsequently  recognized as revenue on a game-by-game
basis as regular season games are played. No revenues have been recognized with
respect to amounts paid by season ticket  holders for canceled  games.  Amounts
refunded  are  recorded by Celtics  Basketball  as  reductions  in the deferred
revenue liability when paid.

Celtics Basketball  ordinarily recognizes Boston Celtics team and game expenses
on a game-by-game  basis as the 82 regular season games are played.  Due to the
cancellation  of 32  regular  season  games  in  the  1998-99  season,  Celtics
Basketball will generally  recognize Boston Celtics team and game expenses on a
game-by-game  basis over the shortened  50-game season.  However,  certain team
expenses  contractually  relate to a full  82-game  season.  As a  result,  the
results of operations of Celtics  Basketball  for the six months ended December
31, 1998 include a charge of  $3,550,000  representing  the pro rata portion of
certain  team costs  relative to the 32 canceled  regular  season  games in the
1998-99 season.








<PAGE>  19

                     BOSTON CELTICS LIMITED PARTNERSHIP
                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
              Management's Discussion and Analysis of Financial
                     Condition and Results of Operations

Forward Looking Statements

Certain  statements  and  information   included  herein  are  "forward-looking
statements"  within the meaning of the federal  Private  Securities  Litigation
Reform  Act  of  1995,  including  statements  relating  to  prospective  game,
broadcast and other revenues, expenses (including player and other team costs),
estimates  of future impacts of the  player lockout, capital expenditures,  tax
burdens,   earnings  and  distributions,   and  expectations,   intentions  and
strategies regarding the future. Such forward-looking  statements involve known
and unknown risks,  uncertainties  and other factors which may cause the actual
results,  performance  or  achievements  of the  Partnership  to be  materially
different from any future  results,  performance or  achievements  expressed or
implied  by such  forward-looking  statements.  Factors  that  could  cause the
Partnership's financial condition, results of operation,  liquidity and capital
resources to differ  materially  include the  continuing  effects of the player
lockout and  cancellation of 32 regular season games in the 1998-99 season as a
result of the  lockout,  the  impact of the  lockout  on  television  and other
revenues,  the  Boston  Celtics'  competitive  success,   uncertainties  as  to
increases  in players'  salaries,  the Boston  Celtics'  ability to attract and
retain  talented  players,  the risk of injuries to key players,  uncertainties
regarding  media  contracts,  uncertainties  regarding  labor relations and the
performance of certain investments by subsidiaries of the Partnership.

Basis of Presentation

Boston Celtics Limited Partnership II ("BCLP II") completed a Reorganization on
June 30, 1998 pursuant to which Boston Celtics Limited Partnership ("BCLP") was
formed as a holding  entity for BCLP II. From its date of  formation  until the
completion  of the  Reorganization,  BCLP had no  material  assets  and was not
engaged  in any  business  operations.  Prior to the  Reorganization,  BCLP II,
through its subsidiaries,  owned and operated the Boston Celtics.  Accordingly,
the  operating  results of the Boston  Celtics  are  consolidated  in BCLP II's
financial  statements for periods prior to the Reorganization.  Upon completion
of the  Reorganization,  effective June 30, 1998, BCLP's and BCLP II's interest
in the  accounts  and  operations  of the Boston  Celtics is reflected in their
indirect  48.3%  investment  in Celtics  Basketball  Holdings,  L.P.  ("Celtics
Basketball  Holdings"),  which is accounted for on the equity  method.  Celtics
Basketball  Holdings  has a 99.999%  limited  partnership  interest  in Celtics
Basketball,  L.P.  ("Celtics  Basketball"),  which owns and operates the Boston
Celtics effective July 1, 1998.

Because BCLP had not engaged in any business operations prior to June 30, 1998,
the  following  discussion  compares  the  operating  results  of BCLP  and its
subsidiaries for the six-month and three-month  periods ended December 31, 1998
with the operating  results of BCLP II and its  subsidiaries  for the six-month
and three-month periods ended December 31, 1997. Due to the July 1, 1998 change
in  BCLP's  and BCLP II's  method of  accounting  for their  investment  in the
accounts and operations of the Boston Celtics from  consolidation to the equity
method,  BCLP's and BCLP II's results of operations are materially different in
the six-month and three-month periods ended December 31, 1998 from those in the
six-month and three-month periods ended December 31, 1997.

<PAGE>  20

Reorganization  costs amounted to  approximately  $2,350,000,  which  consisted
primarily  of  legal  and   professional   expenses,   costs  of  printing  and
distribution and filing fees. These costs were charged to operations by BCLP II
prior to June 30, 1998.

Collective Bargaining Agreement

National Basketball Association ("NBA") players,  including those that play for
the Boston Celtics,  were covered by a collective  bargaining agreement between
the NBA and the NBA Players  Association  (the "NBPA") that was to be in effect
through June 30, 2001 (the "Collective Bargaining Agreement").  Under the terms
of the Collective Bargaining Agreement,  the NBA had the right to terminate the
Collective  Bargaining  Agreement after the 1997-98 season if it was determined
that the aggregate  salaries and benefits paid by all NBA teams for the 1997-98
season exceeded 51.8% of projected Basketball Related Income, as defined in the
Collective  Bargaining  Agreement ("BRI"). In March 1998 the Board of Governors
of the NBA voted to reopen the Collective Bargaining Agreement,  as it had been
determined  that the aggregate  salaries and benefits paid by the NBA teams for
the 1997-98 season would exceed 51.8% of projected BRI. Effective July 1, 1998,
the NBA commenced a lockout of NBA players in support of its attempt to reach a
new collective bargaining agreement.

On  January  21,  1999,  the NBA and the  NBPA  entered  into a new  collective
bargaining  agreement  (the "New  Collective  Bargaining  Agreement"),  thereby
ending the lockout. The New Collective  Bargaining Agreement is to be in effect
through  June 30,  2004,  and the NBA has an  option  to extend it for one year
thereafter.  The NBA and NBPA have agreed  that the 1998-99 NBA regular  season
will  consist of 50 games per team (25 of which are home  games)  beginning  in
early February 1999.  Ordinarily,  the NBA regular season  consists of 82 games
per team (41 of which are home games),  and generally begins in late October or
early  November.  Further,  as provided  under the terms of the New  Collective
Bargaining Agreement, NBA teams are only required to pay 50/82 of each player's
salary with respect to the 1998-99 regular season.  Previously,  an independent
arbitrator ruled that NBA teams were not required to pay player salaries during
the lockout.

During the lockout,  NBA teams  refunded  amounts paid by season ticket holders
(plus  interest at 6%) for any home games that were canceled as a result of the
lockout.  Such refunds were paid by Celtics  Basketball  on a monthly basis for
any games canceled in the preceding month.

Prior to the  execution of the New  Collective  Bargaining  Agreement,  Celtics
Basketball  refunded  amounts paid by season  ticket  holders for a total of 16
home games  (including  two  exhibition  games) that were  canceled  due to the
lockout  through  December 31, 1998.  These refunds  amounted to  approximately
$9,477,000 (including interest of approximately $149,000). Based on the revised
1998-99 NBA regular season schedule, Celtics Basketball is liable for refunding
amounts  paid by season  ticket  holders  for two  additional  home games (plus
interest  at 6% through  January 31,  1999).  These  additional  refunds due to
season ticket holders amount to approximately  $900,000  (including interest of
approximately  $23,000).  Season  ticket  holders have been given the option of
receiving a refund for these two  additional  games in February 1999 or leaving
the amount on deposit for future games (no interest will accrue on such amounts
after January 31, 1999).




<PAGE>  21


All amounts paid by season ticket holders are recorded by Celtics Basketball as
deferred revenue and are  subsequently  recognized as revenue on a game-by-game
basis as regular season games are played. No revenues have been recognized with
respect to amounts paid by season ticket  holders for canceled  games.  Amounts
refunded  are  recorded by Celtics  Basketball  as  reductions  in the deferred
revenue liability when paid.

Celtics Basketball  ordinarily recognizes Boston Celtics team and game expenses
on a game-by-game  basis as the 82 regular season games are played.  Due to the
cancellation  of 32  regular  season  games  in  the  1998-99  season,  Celtics
Basketball will generally  recognize Boston Celtics team and game expenses on a
game-by-game  basis over the shortened  50-game season.  However,  certain team
expenses  contractually  relate to a full  82-game  season.  As a  result,  the
results of operations of Celtics  Basketball  for the six months ended December
31, 1998 include a charge of  $3,550,000  representing  the pro rata portion of
certain  team costs  relative to the 32 canceled  regular  season  games in the
1998-99 season.

Given  the  fixed  nature of many of BCLP's  expenses,  and given  that  BCLP's
operating  income  is  almost  entirely   dependent  on  the  NBA  season,  the
cancellation  of 32  regular  season  games (of which 16 were home  games) as a
result of the lockout  has had a material  adverse  effect on BCLP's  financial
condition and its results of operations for the six-month period ended December
31, 1998, and is likely to have a material adverse  effect for the fiscal  year
ended June 30, 1998. Celtics  Basketball  estimates that each canceled  regular
season  home  game  resulted  in a  loss  of ticket  revenue  of  approximately
$950,000.  Celtics  Basketball's  local television and  radio broadcast  rights
agreements  provide  for  the  broadcast of  a  specified  number  of  games at
specified rights fees per game. Celtics Basketball estimates that each canceled
regular season game resulted in a loss of television and radio broadcast rights
fees of approximately $115,000. The NBA, as agent for its members, licenses the
national and international broadcast of games, and each of the NBA member teams
shares  equally in these license  fees.  The impact of the  cancellation  of 32
regular season games on Celtics  Basketball's  television rights fees under its
national and international  broadcast  agreements can not be determined at this
time.  Celtics Basketball is only required to pay 50/82 of each player's salary
with respect to the 1998-99  regular season,  and, as a result,  estimates that
each canceled regular season game resulted in a reduction in player salaries of
$370,000.

The estimates of lost revenues and reduced  expenses set forth in the preceding
paragraph are based on historical experience and certain assumptions, including
assumptions regarding ticket sales, amounts realized under broadcast agreements
and composition of the Boston Celtics team roster. There can be no assurance as
to the  accuracy of these  assumptions  or that Celtics  Basketball  would have
recognized the  aforementioned  per-game estimates of revenues and expenses had
the games not been  canceled,  and such  per-game  estimates  of  revenues  and
expenses  should not be relied upon as an  indication  of future  revenues  and
expenses.  Further,  there can be no  assurance  that the NBA and NBPA will not
experience  labor  relations   difficulties  in  the  future  or  that  Celtics
Basketball will not,  notwithstanding the New Collective  Bargaining Agreement,
experience significantly increased player salaries, which could have a material
adverse  effect  on  the  Partnership's   financial  condition  or  results  of
operations.



<PAGE>  22

General

BCLP accounts for its indirect investment in the accounts and operations of the
Boston  Celtics using the equity  method,  and  accordingly,  its equity in the
income  (loss) of the Boston  Celtics is  reported on a single line item in its
Condensed  Consolidated  Statement  of  Operations.   Following  is  a  general
description of certain matters related to the operations of the Boston Celtics.

The Boston Celtics derive revenues principally from the sale of tickets to home
games and the licensing of television,  cable network and radio rights. A large
portion of the Boston  Celtics'  annual  revenues  and  operating  expenses  is
ordinarily determinable at the commencement of each  basketball season based on
season ticket sales  and the  Boston  Celtics'  multi-year  contracts  with its
players and broadcast organizations. In the six-month period ended December 31,
1998, such determinations have not been possible due to the player  lockout and
related disruption of game and broadcast schedules.

The operations and financial  results of the Boston Celtics are seasonal.  On a
cash flow basis,  the Boston  Celtics  receive a  substantial  portion of their
receipts  from the  advance  sale of season  tickets  during the months of June
through  October,  prior to the  commencement of the NBA regular  season.  Cash
receipts from playoff ticket sales are ordinarily received in March of any year
for which the team  qualifies for league playoffs.  Most of the Boston Celtics'
operating expenses  are  incurred  and  paid during the regular  season,  which
ordinarily extends from late October or early November through late April.

For financial  reporting  purposes, the Boston  Celtics recognize  revenues and
expenses on a game-by-game  basis.  Because the NBA regular  season  ordinarily
begins in late October or early November,  the first fiscal quarter, which ends
on September 30,  generally  includes  limited or no revenue and reflects a net
loss  attributable  to general  and  administrative  expenses  and  selling and
promotional  expenses  incurred in the quarter.  Based on the standard NBA game
schedule,  the Boston Celtics ordinarily recognize  approximately  one-third of
its annual regular season revenue in the second fiscal  quarter,  approximately
one-half of such revenue in the third fiscal  quarter and the  remainder in the
fourth fiscal quarter, and recognize its playoff revenue, if any, in the fourth
fiscal quarter.  Accordingly,  BCLP's and BCLP II's equity in the income (loss)
of Celtics Basketball  Holdings,  which indirectly owns and operates the Boston
Celtics,  will ordinarily result in a loss in its first fiscal quarter,  income
in its second and third fiscal quarters and a loss in its fourth fiscal quarter
unless there is significant income from playoff revenues.

However, given the lockout, the cancellation of 32 regular season games and the
reduced number of games in the revised 1998-99 NBA schedule, the Boston Celtics
will recognize  approximately  58% of its 1998-99 regular season revenue in the
third fiscal quarter and approximately 42% of such revenue in the fourth fiscal
quarter.  Accordingly,  BCLP's  and BCLP II's  equity in the  income  (loss) of
Celtics  Basketball  Holdings  has  resulted  in losses in the first and second
fiscal quarters of the fiscal year ending June 30, 1999.  Given the uncertainty
of the impact on revenue and  expenses of the lockout,  canceled  games and the
shortened  1998-99 NBA season,  there can be no assurance  that BCLP's and BCLP
II's equity in the income (loss) of Celtics Basketball Holdings will not result
in further  losses in the third and fourth  fiscal  quarters of the fiscal year
ending June 30, 1999, and beyond.




<PAGE>  23

Results of Operations

BCLP's  general and  administrative  expenses of  $2,195,000  in the  six-month
period ended  December 31, 1998  decreased by $2,871,000  compared to BCLP II's
general and administrative expenses of $5,066,000 in the six-month period ended
December 31, 1997, and BCLP's general and administrative expenses of $1,145,000
in the  three-month  period  ended  December 31, 1998  decreased by  $1,043,000
compared to BCLP II's general and administrative  expenses of $2,188,000 in the
three-month period ended December 31, 1997. General and administrative expenses
in the  six-month  and  three-month  periods  ended  December 31, 1997 included
general and  administrative  expenses related to the Boston Celtics  basketball
team of $2,159,000 and $920,000,  respectively.  Effective  July 1, 1998,  BCLP
accounts for its 48.3% indirect interest in the Boston Celtics  basketball team
using the equity method, and, accordingly,  general and administrative expenses
related to the Boston Celtics  basketball team in the six-month and three-month
periods  ended  December  31,  1998 are  included  in equity in loss of Celtics
Basketball  Holdings,  L.P.  The  balance  of  the  decreases  in  general  and
administrative expenses in the six-month and three-month periods ended December
31,  1998  is  a  result  of  decreased   personnel   and  other   general  and
administrative expenses as a result of the Reorganization.

Selling and promotional  expenses of $1,722,000 and $1,225,000 in the six-month
and three-month periods ended December 31, 1997, respectively, related entirely
to the Boston Celtics  basketball  team.  Effective July 1, 1998, BCLP accounts
for its 48.3% indirect interest in the Boston Celtics basketball team using the
equity method, and,  accordingly,  selling and promotional  expenses related to
the Boston Celtics  basketball  team in the six-month and  three-month  periods
ended  December 31, 1998 are  included in equity in loss of Celtics  Basketball
Holdings, L.P.

Equity in loss of Celtics Basketball  Holdings,  L.P. of $4,373,000  represents
BCLP's  48.3%  interest  in the loss of the  entity  that  indirectly  owns and
operates the Boston  Celtics  basketball  team  subsequent to the June 30, 1998
Reorganization.  Prior to the  Reorganization,  the  operating  results  of the
Boston  Celtics  basketball  team were  consolidated  with BCLP II's  operating
results.  The Boston Celtics recognize  revenues and expenses on a game-by-game
basis,  and the NBA regular season  ordinarily  begins in late October or early
November.  As a result,  BCLP II's  operating  results  for the  six-month  and
three-month  periods  ended  December 31, 1997  included  revenues  from ticket
sales, television and radio broadcast rights fees and promotional  advertising,
and included team and game expenses. Had BCLP II accounted for a 48.3% interest
of the Boston  Celtics  basketball  team for the six months ended  December 31,
1997  using the  equity  method,  BCLP  II's pro forma  equity in income of the
Boston  Celtics  would  have  amounted  to  $2,119,000.  However,  due  to  the
cancellation  of 32 regular  season  games in the  1998-99  season,  the Boston
Celtics did not commence  their 1998-99  season until early February 1999. As a
result,  Celtics  Basketball  recorded no revenues and no game  expenses in the
six-month period ended December 31, 1998, and its results of operations for the
six-month  period ended  December 31, 1998 reflect net losses  attributable  to
general and administrative expenses,  selling and promotional expenses, certain
team  expenses  contractually  related to a full 82-game  season,  and interest
expense, net of interest income.






<PAGE>  24

BCLP's  interest  expense of $3,383,000 in the six-month  period ended December
31, 1998  increased  by  $433,000  compared  to BCLP II's  interest  expense of
$2,950,000 in the six-month period ended December 31, 1997, and BCLP's interest
expense of  $1,648,000  in the  three-month  period  ended  December  31,  1998
increased by $177,000  compared to BCLP II's interest  expense of $1,471,000 in
the  three-month  period ended  December 31, 1997.  The increases are primarily
attributable  to  interest  related to the  subordinated  debentures  issued in
connection  with the  Reorganization  ($1,822,000 and $911,000 in the six-month
and  three-month  periods ended December 31, 1998,  respectively)  and interest
related to new  borrowings  of  $50,000,000  under BCLP II's  revolving  credit
agreement with its commercial  bank ($361,000 and $140,000 in the six-month and
three-month  periods ended December 31, 1998,  respectively).  These  increases
were  partially  offset by the fact that interest  expense in the six-month and
three-month  periods ended December 31, 1997 included  interest expense related
to the Boston Celtics basketball team of $1,750,000 and $874,000, respectively.
Effective July 1, 1998,  BCLP accounts for its 48.3%  indirect  interest in the
Boston  Celtics  basketball  team using the equity  method,  and,  accordingly,
interest expense related to the Boston Celtics basketball team in the six-month
and  three-month  periods ended December 31, 1998 is included in equity in loss
of Celtics Basketball Holdings, L.P.

BCLP's interest income of $2,392,000 in the six-month period ended December 31,
1998 decreased by $904,000  compared to BCLP II's interest income of $3,296,000
in the six-month  period ended December 31, 1997, and BCLP's interest income of
$1,146,000  in the  three-month  period ended  December  31, 1998  decreased by
$584,000 compared to BCLP II's interest income of $1,730,000 in the three-month
period ended December 31, 1997. The decreases are primarily  attributable  to a
reduction in funds  available for investment.  In addition,  interest income in
the six-month and three-month periods ended December 31, 1997 included interest
income related to the Boston Celtics  basketball  team of $166,000 and $87,000,
respectively.  Effective  July 1, 1998,  BCLP  accounts for its 48.3%  indirect
interest in the Boston Celtics  basketball  team using the equity method,  and,
accordingly,  interest income related to the Boston Celtics  basketball team in
the six-month and  three-month  periods ended  December 31, 1998 is included in
equity in loss of Celtics Basketball Holdings, L.P.

BCLP II recorded an  extraordinary  charge in the three months ended  September
30, 1998 related to the early retirement of notes payable to a former principal
unitholder  relating to redeemed BCLP II units. The notes payable to the former
principal  unitholder had an aggregate initial face amount of $14,365,096.  The
notes,  which  were due and  payable on July 1, 2000,  also  provided  that the
amounts to be paid to such unitholder were to be increased by specified amounts
on each July 1 during their term.  If the principal  unitholder  held the notes
until July 1, 2000, he would have been entitled to receive  aggregate  payments
(excluding  interest)  in the  amount of  $20,044,320.  Each of the notes  bore
interest  payable  quarterly  at the rate of 7.76% per annum.  At September 30,
1998,  BCLP II  repaid  the notes  payable,  which  had an  aggregate  balance,
including scheduled increases in the note balances,  of $17,538,780.  The notes
payable were repaid in the amount of $19,794,320, resulting in an extraordinary
charge of $2,255,540 related to early retirement of notes payable.

BCLP's  provision  for income  taxes of $900,000  relates to BCLP's  subsidiary
corporations.





<PAGE>  25

Liquidity and Capital Resources

BCLP used  approximately  $2,536,000  in cash flows from  operations in the six
months  ended  December  31, 1998.  At December  31, 1998 the  Partnership  had
approximately   $72,690,000   of  available   cash  and  cash  equivalents  and
$12,391,000 of  other  short-term  investments.  In addition to these  amounts,
sources of funds  available  to the  Partnership  include  funds  generated  by
operations,  unused portions of credit facilities with its commercial bank, and
distributions  from  Celtics Basketball Holdings,  which  through  a subsidiary
owns and  operates the Boston  Celtics. These  resources  will be used to repay
commercial  bank  borrowings  and  for  general  partnership  purposes, working
capital needs or for possible investments and/or acquisitions.

On May 20, 1998, BCLP II entered into a $60,000,000  revolving credit agreement
with its commercial bank, $20,000,000 of which was reserved until the repayment
of notes payable related to redeemed BCLP II Units.  Interest on advances under
the revolving credit agreement accrues at BCLP II's option of either LIBOR plus
0.70% or the  greater of the bank's Base Rate or the  Federal  Funds  Effective
Rate plus 0.50%. The revolving credit agreement expires on June 30, 2003 and is
secured  by a pledge of  certain  assets of  Celtics  Capital  Corporation,  an
indirect  subsidiary  of BCLP and BCLP II.  On May 26,  1998,  $30,000,000  was
advanced  under  the  revolving   credit   agreement  in  connection  with  the
Reorganization,  and on September  30, 1998,  BCLP II borrowed the  $20,000,000
reserved for the repayment of notes  payable  related to redeemed BCLP II Units
and repaid the notes with the  proceeds.  Management  anticipates  that amounts
advanced under the revolving  credit agreement will be repaid by BCLP II out of
operating cash flow.

In connection  with the  Reorganization,  BCLP II distributed  6%  subordinated
debentures  to  certain  former  holders  of BCLP II units.  One $20 face value
subordinated  debenture was distributed for each of the 2,703,664 BCLP II units
with  respect to which a BCLP II  Unitholder  elected  to receive  subordinated
debentures,  cash and BCLP units. The subordinated  debentures were recorded at
$12.20 per debenture,  the fair market value at date of issue,  or $32,984,700.
The original issue discount of $21,088,580 is being  amortized over the 40-year
life of the debentures using the interest method.  The subordinated  debentures
bear interest at the rate of 6% per annum, payable annually commencing June 30,
1999.  The  subordinated  debentures  mature  on June  30,  2038.  There  is no
mandatory redemption of the subordinated debentures,  and they are not entitled
to any sinking fund.

No cash  distributions  to unitholders of BCLP were declared or paid during the
six months ended December 31, 1998. A cash  distribution  of $1.00 per unit was
paid to unitholders of Boston Celtics  Limited  Partnership on January 14, 1998
(declared  December 11, 1997 to  unitholders  of record on December 26,  1997).
Future  distributions  will be determined by the General  Partner based,  among
other things, on available resources and the needs of the Partnership.

Management  believes  that its cash,  cash  equivalents  and  other  short-term
investments  together with cash from operating activities will provide adequate
cash for the Partnership and its  subsidiaries to meet their cash  requirements
through December 31, 1999.






<PAGE>  26

Year 2000

The   inability  of   computers,   software  and  other   equipment   utilizing
microprocessors  to  recognize  and properly  process data fields  containing a
two-digit year is commonly  referred to as the Year 2000  compliance  issue. As
the Year 2000  approaches,  such  systems may be unable to  accurately  process
certain date-based information.  As used by the Partnership,  "Year 2000 ready"
means that a system will  function  in the year 2000  without  modification  or
adjustment, or with a one-time manual adjustment.

State of Readiness

The  Partnership  has  established a Year 2000 Committee and an action plan for
addressing Year 2000 issues. The Partnership's  action plan for addressing Year
2000 issues in its information technology ("IT") and non-IT systems covers four
phases:  (i)  identification  of all IT and non-IT systems;  (ii) assessment of
Year 2000 issues;  (iii)  repair of IT and non-IT  systems,  if  necessary  and
testing and integration of repaired systems; and (iv) creation of a contingency
plan to address any  potential  Year 2000  failures.  The  Partnership  is also
contacting  third parties with which it deals (such as customers and suppliers)
to  evaluate  their Year 2000  readiness  and  determine  whether any Year 2000
failure will affect their  ability to perform as the Year 2000  approaches  and
arrives.

As of December 31, 1998, the  Partnership  has completed the first three phases
of its Year 2000 action plan with  respect to its IT systems.  The  Partnership
has identified all of its IT systems (which are comprised solely of an internal
personal  computer  network  and  commercially  available  software  products),
assessed the Year 2000  readiness of these systems (which  involved  review and
testing by the Partnership's internal information  technology  specialists) and
made necessary repairs.  As of December 31, 1998, the Partnership has completed
the first phase of its Year 2000 action plan,  and has begun the second  phase,
with respect to its non-IT  systems.  The Partnership has identified all of its
non-IT systems (which are comprised of embedded systems contained in its leased
properties)  and has assessed the Year 2000 readiness of  approximately  25% of
these  systems  through  review and testing.  The  Partnership  is scheduled to
complete  all four phases of its Year 2000  initiative  with respect to both IT
and non-IT systems no later than June 30, 1999.

The  Partnership  has received  assurances from a majority of its suppliers and
third parties with which it interacts that they have addressed  their Year 2000
issues.  The Partnership is evaluating  these assurances for their adequacy and
accuracy and, in cases where the Partnership  has not received  assurances from
third parties, is initiating further mail or phone correspondence. As a general
matter,  the  Partnership is vulnerable to failures by third parties to address
their own Year 2000 issues.  The Partnership  relies heavily upon third parties
for   ticketing,   producing  and   broadcasting   basketball  games,  and  for
transporting the Team to and  from basketball games.  There can be no assurance
that the  Partnership's  suppliers and third  parties will  adequately  address
their  Year 2000 issues,  and  any such  issues  could have a material  adverse
affect upon the  Partnership's financial condition and results of operations.

Costs to Address the Year 2000 Issue

The Partnership has not spent a material amount to remediate Year 2000 problems
and does not anticipate  that it will spend a material amount to remediate Year
2000 problems in the future.

<PAGE>  27

Risks Presented by the Year 2000 Issue

Until it has fully  completed the first two phases of its Year 2000 action plan
with respect to both IT and non-IT systems,  the Partnership  cannot accurately
estimate the risks of its Year 2000 issue.  To date,  the  Partnership  has not
identified  any IT system or non-IT system that presents a material risk of not
being  ready for the Year 2000.  The  Partnership's  Year 2000 action plan may,
however,  identify systems that present a risk of Year 2000 related disruption.
Any such disruption could have a material adverse effect upon the Partnership's
financial  condition  and results of  operations.  In addition,  the failure to
address Year 2000 issues by the Partnership's suppliers and other third parties
with  which  it  interacts  could  have a  material  adverse  effect  upon  the
Partnership's financial condition and results of operations.

Contingency Plans

The Partnership's  Year 2000 action plan calls for the Partnership to develop a
Year 2000 contingency plan.  Because the Partnership has not fully assessed its
possible  risks from Year 2000  failures,  it has not yet developed a Year 2000
contingency  plan. The  Partnership  will develop such a plan if the results of
its Year 2000 action plan identify risks of a Year 2000 failure.





































<PAGE>  28

                         Part II - Other Information

ITEM 1

In  July  and  August  1998,   four  separate  class  action   complaints  (the
"Complaints")  were filed by  Unitholders in the Court of Chancery of the State
of Delaware in and for New Castle County against BCLP II,  Celtics,  Inc., Paul
E. Gaston, Don F. Gaston, Paula B. Gaston, John H.M. Leithead and John B. Marsh
III, each directors of Celtics, Inc. BCLP GP, Inc. is a wholly owned subsidiary
of  Celtics,  Inc.  The named  plaintiffs,  who each  purported  to bring their
individual actions on behalf of themselves and others similarly  situated,  are
Kenneth L. Rilander, Harbor Finance Partners,  Maryann Kelly and Kathleen Kruse
Perry.  Each  of  the  Complaints   alleges,   among  other  things,  that  the
Reorganization  was unfair to former BCLP II Unitholders,  and seeks to recover
an unspecified  amount of damages,  including  attorneys' and experts' fees and
expenses.  The Partnership filed a Motion to Dismiss the complaint filed by Mr.
Rilander  on July 29,  1998,  and  discovery  in that  case has been  stayed by
agreement of the parties. The Complaints have been consolidated.

Although the ultimate outcome of these Complaints  cannot be determined at this
time,  management of the Partnership does not believe that the outcome of these
proceedings will have a material adverse effect on the Partnership's  financial
position or results of operations.

In addition,  as a result of the  lockout,  NBA teams did not make any payments
due to players with respect to the 1998-99 season.  The NBPA disputed the NBA's
position on this matter,  and an independent  arbitrator  ruled in favor of the
NBA in October 1998. Further, as provided under the terms of the New Collective
Bargaining  Agreement  between the NBA and NBPA, NBA teams are only required to
pay 50/82 of each player's salary with respect to the 1998-99 regular season.


ITEM 6 - Exhibits and Reports on Form 8-K

         (a) Exhibits -
                Exhibit (27) - Financial data schedule.

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



















<PAGE>  29

                                  SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  as
amended,  the  Registrants  have duly  caused  this  report to be signed on its
behalf by the undersigned thereunto duly authorized.



                                     BOSTON CELTICS LIMITED PARTNERSHIP
                                     ----------------------------------
                                                (Registrant)

                                     By: BCLP GP, Inc., its General Partner



Dated:  February 12, 1999            By: /s/ Richard G. Pond
                                         ---------------------------------
                                         Richard G. Pond
                                         Executive Vice President
                                          Chief Financial Officer
                                          and Chief Operating Officer




Dated:  February 12, 1999            BOSTON CELTICS LIMITED PARTNERSHIP II
                                     -------------------------------------
                                                 (Registrant)

                                     By: BCLP II GP, Inc., its General Partner


                                     By: /s/ Richard G. Pond
                                         ---------------------------------
                                         Richard G. Pond
                                         Executive Vice President
                                          Chief Financial Officer
                                          and Chief Operating Officer


















<PAGE>  30