<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 March 31, 1999


                   _______________________________________


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 March 31, 1999, 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>
                                               March 31,        June 30,
                                                 1999             1998
                                               ---------        --------
                                              (Unaudited)

<S>                                           <C>              <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                   $87,845,369      $ 8,468,286
  Marketable securities                                          1,041,446
  Other short-term investments                    250,000       81,114,266
  Prepaid expenses and other current assets       797,306          302,900
                                              ----------------------------
TOTAL CURRENT ASSETS                           88,892,675       90,926,898

PROPERTY AND EQUIPMENT, net of depreciation
 of $28,778 in March and $21,957 in June           16,695           23,516
OTHER ASSETS                                    1,002,081        1,096,129
                                              ----------------------------
                                              $89,911,451      $92,046,543
                                              ============================

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and accrued expenses       $ 2,558,108      $ 1,102,496
  Due to related parties                                         3,036,184
  Federal and state income taxes payable          951,204          733,800
  Notes payable to bank - current portion       1,000,000
  Notes payable                                                 17,538,780
                                              ----------------------------
TOTAL CURRENT LIABILITIES                       4,509,312       22,411,260

DEFERRED FEDERAL AND STATE INCOME TAXES         9,710,875        9,710,875
NOTES PAYABLE TO BANK - noncurrent portion     50,000,000       30,000,000
SUBORDINATED DEBENTURES                        33,284,301       32,984,700
INVESTMENT IN CAPITAL DEFICIENCY OF
 CELTICS BASKETBALL HOLDINGS, L.P.             34,579,533       29,865,364











<PAGE>  3

PARTNERS' CAPITAL (DEFICIT) 
Boston Celtics Limited Partnership -
  General Partner                                 197,923          290,166
  Limited Partners                            (43,363,933)     (34,329,896)
                                              ----------------------------
                                              (43,166,010)     (34,039,730)
Boston Celtics Limited Partnership II -
 General Partner                                  136,537          210,292
Celtics Limited Partnership -
 General Partner                                  215,411          262,554
Boston Celtics Communications Limited
 Partnership - General Partner                    641,492          641,228
                                              ----------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT)             (42,172,570)     (32,925,656)
                                              ----------------------------
                                              $89,911,451      $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 Nine     For the Three
                                             Months Ended     Months Ended
                                            March 31, 1999   March 31, 1999
                                            --------------   --------------

<S>                                          <C>               <C>
Costs and expenses:
  General and administrative                 $ 3,118,072       $  922,641
  Depreciation and amortization                   42,156           14,052
                                             ----------------------------
                                              (3,160,228)        (936,693)
Equity in income (loss) of Celtics
 Basketball Holdings, L.P.                      (994,121)       3,378,400
Interest expense                              (5,004,961)      (1,621,733)
Interest income                                3,401,046        1,008,714
Net realized gains on disposition of
 marketable securities and other
 short-term investments                            6,020
                                             ----------------------------
Income (loss) before income taxes and
 extraordinary charge                         (5,752,244)       1,828,688
Provision for income taxes                     1,300,000          400,000
                                             ----------------------------
Income (loss) before extraordinary charge     (7,052,244)       1,428,688
Extraordinary charge for early retirement
 of notes payable                              2,255,540
                                             ----------------------------
Net income (loss)                             (9,307,784)       1,428,688
Net income (loss) applicable to interests
 of General Partners                            (175,624)          66,786
                                             ----------------------------

Net income (loss) applicable to interests
 of Limited Partners                         $(9,132,160)      $1,361,902
                                             ============================

Income (loss) per unit before
 extraordinary charge                        $     (2.56)      $     0.50
Net income (loss) per unit                   $     (3.38)      $     0.50
</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 Nine Months Ended March 31, 1999

<TABLE>
<S>                                                          <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
  General and administrative expenses                        $  (4,172,165)
  Interest expense                                              (2,456,150)
  Interest income                                                3,651,138
  Income taxes paid                                             (1,082,596)
                                                             -------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES                     (4,059,773)
                                                             -------------

CASH FLOWS FROM 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                324,427,039
  Other receipts (expenditures)                                     13,914
                                                             -------------
NET CASH FLOWS FROM INVESTING ACTIVITIES                        78,458,199
                                                             -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from bank borrowings                                 21,000,000
  Payment of notes payable                                     (19,794,320)
  Cash distribution from Celtics Basketball Holdings, L.P.       3,682,811
  Cash contributions from general partner                           90,166
                                                             -------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                         4,978,657
                                                             -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                       79,377,083
Cash and cash equivalents at beginning of period                 8,468,286
                                                             -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $  87,845,369
                                                             =============
</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.  All intercompany
transactions are eliminated in consolidation.

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, adjusted 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 Forms 10-Q for the quarters ended September 30, 1998 and December 31, 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.  Since
completion of the Reorganization,  Celtics Basketball Holdings, through Celtics
Basketball,  has owned and operated 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 nine and three
months ended March 31, 1999 is as follows:






<PAGE>  7

<TABLE>
<CAPTION>
                                            For the Nine     For the Three 
                                            Months Ended      Months Ended
                                           March 31, 1999    March 31, 1999
                                           --------------    --------------

<S>                                         <C>               <C>
Total revenues                              $ 26,288,000      $ 26,288,000
Total costs and expenses                     (27,142,891)      (19,492,024)
Interest and other income (expense), net      (1,202,837)          196,917
                                            ------------------------------
Net income (loss)                           $ (2,057,728)     $  6,992,893
                                            ==============================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                 For the Nine     For the Three
                                                                                 Months Ended      Months Ended
                                                                                March 31, 1999    March 31, 1999
                                                                                --------------    -------------

<S>                                                                              <C>               <C>
Numerator for income (loss) per unit:
  Income (loss) before extraordinary charge:
    Income (loss) before extraordinary charge                                    $(7,052,244)      $1,428,688
    Applicable to interests of General Partners of subsidiary partnerships           (60,825)          53,029
                                                                                 ----------------------------
                                                                                  (6,991,419)       1,375,659
    Applicable to 1% General Partnership interest of BCLP                            (69,914)          13,757
                                                                                 ----------------------------
    Applicable to interests of Limited Partners                                  $(6,921,505)      $1,361,902
                                                                                 ============================

Net income (loss):
  Net income (loss)                                                              $(9,307,784)      $1,428,688
  Applicable to interests of General Partners of subsidiary partnerships             (83,380)          53,029
                                                                                 ----------------------------
                                                                                  (9,224,404)       1,375,659
  Applicable to 1% General Partnership interest of BCLP                              (92,244)          13,757
                                                                                 ----------------------------
  Applicable to interests of Limited Partners                                    $(9,132,160)      $1,361,902
                                                                                 ============================

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

Income (loss) per unit before extraordinary charge                               $     (2.56)      $     0.50
                                                                                 ============================
Net income (loss) per unit                                                       $     (3.38)      $     0.50
                                                                                 ============================
</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
nine-month and three-month periods ended March 31, 1999.

Note 6 - NBA players,  including those that play for the Boston  Celtics,  were
previously 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 agreed that the 1998-99 NBA regular  season would
consist of 50 games per team (25 of which are home games), which began 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,  including  the  Boston  Celtics,  were not
required to pay player salaries during the lockout.

NBA teams, including the Boston Celtics, refunded amounts paid by season ticket
holders  (plus  interest  at 6%) for a total of 18 home  games  (including  two
exhibition games) that were canceled as a result of the lockout.  Such refunds,
which amounted to approximately  $11,632,000  (including interest of $185,000),
were paid by Celtics  Basketball on a monthly  basis for any games  canceled in
the preceding  month.  In addition,  certain season ticket  holders  elected to
leave their refunds and interest on deposit for future games.  Such refunds and
interest  amounted  to  approximately  $571,000  at March 31,  1999  (including
interest of  approximately  $12,000).  No interest  has accrued on such amounts
since 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  were  recognized  with
respect to amounts  paid by season  ticket  holders for  canceled  games or for
refunds  left on deposit for future  games.  Amounts  refunded  are recorded by
Celtics Basketball as reductions in the deferred revenue liability when paid.






<PAGE>  9

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 nine months ended March 31,
1999  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. This charge was recorded in the three months ended December 31,
1998.















































<PAGE>  10

                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
                    Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                March 31,          June 30,
                                                  1999              1998
                                                ---------          --------
                                               (Unaudited)

<S>                                           <C>               <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                   $ 87,814,571      $  8,268,186
  Marketable securities                                            1,041,446
  Other short-term investments                     250,000        81,114,266
  Due from related parties                       2,032,087
  Prepaid expenses and other current assets        364,098           212,734
                                              ------------------------------
TOTAL CURRENT ASSETS                            90,460,756        90,636,632

PROPERTY AND EQUIPMENT, net of depreciation
 of $28,778 in March and $21,957 in June            16,695            23,516
OTHER ASSETS                                     1,002,081         1,096,129
                                              ------------------------------
                                              $ 91,479,532      $ 91,756,277
                                              ==============================

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and accrued expenses       $  2,553,344      $  1,102,296
  Due to related parties                                           3,036,184
  Federal and state income taxes payable           951,204           733,800
  Notes payable to bank - current portion        1,000,000
  Notes payable                                                   17,538,780
                                              ------------------------------
TOTAL CURRENT LIABILITIES                        4,504,548        22,411,060

DEFERRED FEDERAL AND STATE INCOME TAXES          9,710,875         9,710,875
NOTES PAYABLE TO BANK - noncurrent portion      50,000,000        30,000,000
SUBORDINATED DEBENTURES                         33,284,301        32,984,700
INVESTMENT IN CAPITAL DEFICIENCY OF CELTICS
 BASKETBALL HOLDINGS, L.P.                      34,579,533        29,865,364














<PAGE>  11

PARTNERS' CAPITAL (DEFICIT)
Boston Celtics Limited Partnership II -
  General Partner                                  136,537           210,292
  Limited Partner                              (41,593,165)      (34,329,796)
                                              ------------------------------
                                               (41,456,628)      (34,119,504)
Celtics Limited Partnership -
 General Partner                                   215,411           262,554
Boston Celtics Communications Limited
 Partnership - General Partner                     641,492           641,228
                                              ------------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT)              (40,599,725)      (33,215,722)
                                              ------------------------------
                                              $ 91,479,532      $ 91,756,277
                                              ==============================
</TABLE>

See notes to condensed consolidated financial statements.








































<PAGE>  12

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

<TABLE>
<CAPTION>
                                                          Nine Months Ended                 Three Months Ended
                                                      --------------------------        -------------------------
                                                      March 31,        March 31,        March 31,        March 31,
                                                        1999             1998             1999             1998
                                                      ---------        ---------        ---------        --------

<S>                                                  <C>                <C>            <C>               <C>
Revenues:
  Basketball regular season - 
    Ticket sales                                                      $32,906,000                        $20,109,000
    Television and radio broadcast rights fees                         24,030,000                         14,685,000
    Other, principally promotional advertising                          8,009,000                          4,877,000
                                                     --------------------------------------------------------------
                                                                       64,945,000                         39,671,000
                                                     --------------------------------------------------------------

Costs and expenses: 
  Basketball regular season -
    Team                                                               35,803,000                        21,457,000
    Game                                                                2,344,000                         1,432,000
  General and administrative                         $ 1,255,161        8,176,676      $   422,649        3,111,170
  Selling and promotional                                               2,973,892                         1,251,947
  Depreciation                                             6,821          154,767            2,274           52,960
  Amortization of NBA franchise and other
   intangible assets                                      35,335          121,783           11,778           39,432
                                                     --------------------------------------------------------------
                                                       1,297,317       49,574,118          436,701       27,344,509
                                                     --------------------------------------------------------------
                                                      (1,297,317)      15,370,882         (436,701)      12,326,491
Equity in income (loss) of Celtics Basketball
 Holdings, L.P.                                         (994,121)                        3,378,400
Interest expense                                      (5,004,961)      (4,389,111)      (1,621,733)      (1,439,243)
Interest income                                        3,401,046        4,847,509        1,008,714        1,551,256
Net realized gains on disposition of marketable
 securities and other short-term investments               6,020           (8,805)                           (7,759)
                                                     --------------------------------------------------------------
Income (loss) before income taxes and
 extraordinary charge                                 (3,889,333)      15,820,475        2,328,680       12,430,745
Provision for income taxes                             1,300,000        1,400,000          400,000          500,000
                                                     --------------------------------------------------------------
Income (loss) before extraordinary charge             (5,189,333)      14,420,475        1,928,680       11,930,745
Extraordinary charge for early retirement of
 notes payable                                         2,255,540
                                                     --------------------------------------------------------------
Net income (loss)                                     (7,444,873)      14,420,475        1,928,680       11,930,745

Net income (loss) applicable to interests of
 General Partners                                        (83,380)         322,608           53,029          254,263
                                                     --------------------------------------------------------------


<PAGE>  13

Net income (loss) applicable to interests of
 Limited Partners                                    $(7,361,493)     $14,097,867       $1,875,651      $11,676,482
                                                     ==============================================================

Income (loss) per unit before extraordinary
 charge                                              $     (1.90)                       $     0.69
Net income (loss) per unit - basic                   $     (2.72)     $      2.90       $     0.69      $      2.40
Net income (loss) per unit - diluted                 $     (2.72)     $      2.56       $     0.69      $      2.13
Distributions declared per unit                                       $      1.00
</TABLE>

See notes to condensed consolidated financial statements.














































<PAGE>  14

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

<TABLE>
<CAPTION>
                                                                  For the Nine Months Ended
                                                                 ---------------------------
                                                                 March 31,         March 31,
                                                                   1999              1998
                                                                 ---------         ---------

<S>                                                             <C>              <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Receipts:
  Basketball regular season receipts:
    Ticket sales                                                                 $ 32,819,142
    Television and radio broadcast rights fees                                     18,339,004
    Other, principally promotional advertising                                      7,273,256
                                                                -----------------------------
                                                                                   58,431,402
Costs and expenses:
  Basketball regular season expenditures:
    Team expenses                                                                  30,453,919
    Game expenses                                                                   2,239,188
  General and administrative expenses                           $ 3,912,697        11,110,257
  Selling and promotional expenses                                                  3,067,845
                                                                -----------------------------
                                                                  3,912,697        46,871,209
                                                                -----------------------------
                                                                 (3,912,697)       11,560,193
  Interest expense                                               (2,456,150)       (2,586,176)
  Interest income                                                 3,651,138         5,001,335
  Income taxes refunded (paid)                                   (1,082,596)         (233,306)
  Payment of deferred compensation                                                 (1,299,282)
                                                                -----------------------------
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES               (3,800,305)       12,442,764
                                                                -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of:
    Marketable securities                                                         (41,399,070)
    Short-term investments                                     (246,982,754)     (557,767,039)
  Proceeds from sales of:
    Marketable securities                                         1,000,000        54,870,332
    Short-term investments                                      324,427,039       555,432,400
  Capital expenditures                                                               (364,146)
  Other receipts (expenditures)                                      13,914            51,994
                                                                -----------------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES                         78,458,199        10,824,471
                                                                -----------------------------
NET CASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES           74,657,894        23,267,235





<PAGE>  15

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
  Proceeds from bank borrowings                                  21,000,000        50,000,000
  Payment of bank borrowings                                                      (50,000,000)
  Payment of notes payable                                      (19,794,320)
  Cash distribution from Celtics Basketball Holdings, L.P.        3,682,811
  Cash distribution to limited partners of Boston Celtics
   Limited Partnership II                                                          (5,400,522)
                                                                -----------------------------
NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                4,888,491        (5,400,522)
                                                                -----------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                        79,546,385        17,866,713
Cash and cash equivalents at beginning of period                  8,268,186         6,498,739
                                                                -----------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $87,814,571      $ 24,365,452
                                                                =============================
</TABLE>

See notes to condensed consolidated financial statements.







































<PAGE>  16

                    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,  adjusted 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 Forms 10-Q for the quarters ended September 30, 1998 and December 31, 1998.








<PAGE>  17

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 nine and three
months ended March 31, 1999 is as follows:

<TABLE>
<CAPTION>
                                             For the Nine      For the Three
                                             Months Ended       Months Ended
                                            March 31, 1999     March 31, 1999
                                            --------------     --------------

<S>                                          <C>                <C>
Total revenues                               $ 26,288,000       $ 26,288,000
Total costs and expenses                      (27,142,891)       (19,492,024)
Interest and other income (expense), net       (1,202,837)           196,917
                                             -------------------------------
Net income (loss)                            $ (2,057,728)      $  6,992,893
                                             ===============================
</TABLE>

































<PAGE>  18

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

<TABLE>
<CAPTION>
                                                         Nine Months Ended March 31,     Three Months Ended March 31,
                                                         ---------------------------     ---------------------------
                                                           1999              1998            1999             1998
                                                           ----              ----            ----             ----

<S>                                                    <C>               <C>              <C>             <C>
Numerator for income (loss) per unit:
  Income (loss) before extraordinary charge:
    Income (loss) before extraordinary charge          $(5,189,333)      $14,420,475      $1,928,680      $11,930,745
    Applicable to interests of General Partners
     of subsidiary partnerships                             (9,679)          180,205          33,864          136,319
                                                       -------------------------------------------------------------
                                                        (5,179,654)       14,240,270       1,894,816       11,794,426
    Applicable to 1% General Partnership interest
     of BCLP II                                            (51,146)          142,403          19,165          117,944
                                                       -------------------------------------------------------------
    Applicable to interests of Limited Partners        $(5,128,508)      $14,097,867      $1,875,651      $11,676,482
                                                       ==============================================================

  Net income (loss):
    Net income (loss)                                  $(7,444,873)      $14,420,475      $1,928,680      $11,930,745
    Applicable to interests of General Partners
     of subsidiary partnerships                             (9,679)          180,205          33,864          136,319
                                                       -------------------------------------------------------------
                                                        (7,435,194)       14,240,270       1,894,816       11,794,426
    Applicable to 1% General Partnership interest
     of BCLP II                                            (73,701)          142,403          19,165          117,944
                                                       -------------------------------------------------------------
    Applicable to interests of Limited Partners        $(7,361,493)      $14,097,867      $1,875,651      $11,676,482
                                                       ==============================================================

Denominator:
  Denominator for basic earnings per unit -
   weighted average units                                2,703,664         4,861,278       2,703,664        4,861,278
    Effect of dilutive securities:
      Options to purchase units of Partnership
       interest                                                              165,721                          143,439
      Restricted stock                                                       484,886                          484,886
                                                       -------------------------------------------------------------
  Denominator for income (loss) per unit -
   weighted average units                                2,703,664         5,511,885       2,703,664        5,489,603
                                                       ==============================================================

Income (loss) per unit before extraordinary charge     $     (1.90)      $      2.90      $     0.69      $      2.40
                                                       ==============================================================
Net income (loss) per unit - basic                     $     (2.72)      $      2.90      $     0.69      $      2.40
                                                       ==============================================================
Net income (loss) per unit - diluted                   $     (2.72)      $      2.56      $     0.69      $      2.13
                                                       ==============================================================
</TABLE>



<PAGE>  19

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
nine-month and three-month periods ended March 31, 1999.

Note 6 - NBA players,  including those that play for the Boston  Celtics,  were
previously 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 agreed that the 1998-99 NBA regular  season would
consist of 50 games per team (25 of which are home games), which began 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,  including  the  Boston  Celtics,  were not
required to pay player salaries during the lockout.

NBA teams, including the Boston Celtics, refunded amounts paid by season ticket
holders  (plus  interest  at 6%) for a total of 18 home  games  (including  two
exhibition games) that were canceled as a result of the lockout.  Such refunds,
which amounted to approximately  $11,632,000  (including interest of $185,000),
were paid by Celtics  Basketball on a monthly  basis for any games  canceled in
the preceding  month.  In addition,  certain season ticket  holders  elected to
leave their refunds and interest on deposit for future games.  Such refunds and
interest  amounted  to  approximately  $571,000  at March 31,  1999  (including
interest of  approximately  $12,000).  No interest  has accrued on such amounts
since 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  were  recognized  with
respect to amounts  paid by season  ticket  holders for  canceled  games or for
refunds  left on deposit for future  games.  Amounts  refunded  are recorded by
Celtics Basketball as reductions in the deferred revenue liability when paid.






<PAGE>  20

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 nine months ended March 31,
1999  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. This charge was recorded in the three months ended December 31,
1998.















































<PAGE>  21

                     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 Boston Celtics  Limited  Partnership
("BCLP," 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 competitive success
of the Boston Celtics  professional  basketball team (the "Boston  Celtics") of
the National Basketball Association (the "NBA"),  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.










<PAGE>  22

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 nine-month and  three-month  periods ended March 31, 1999
with the operating  results of BCLP II and its  subsidiaries for the nine-month
and three-month periods ended March 31, 1998. 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
nine-month  and  three-month  periods  ended  March 31,  1999 from those in the
nine-month and three-month periods ended March 31, 1998.

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

NBA players,  including those that play for the Boston Celtics, were previously
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 agreed  that the 1998-99 NBA regular season would
consist of 50 games per team (25 of which are home games), which began 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,  including  the  Boston  Celtics,  were not
required to pay player salaries during the lockout.

NBA teams, including the Boston Celtics, refunded amounts paid by season ticket
holders  (plus  interest  at 6%) for a total of 18 home  games  (including  two
exhibition games) that were canceled as a result of the lockout.  Such refunds,
which amounted to approximately  $11,632,000  (including interest of $185,000),
were paid by Celtics  Basketball on a monthly  basis for any games  canceled in
the preceding  month.  In addition,  certain season ticket  holders  elected to
leave their refunds and interest on deposit for future games.  Such refunds and
interest  amounted  to  approximately  $571,000  at March 31,  1999  (including
interest of  approximately  $12,000).  No interest  has accrued on such amounts
since January 31, 1999.

<PAGE>  23

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  were  recognized  with
respect to amounts  paid by season  ticket  holders for  canceled  games or for
refunds  left on deposit for future  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 nine months ended March 31,
1999  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. This charge was recorded in the three months ended December 31,
1998.

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  nine-month  period ended March
31,  1999,  and will have a material  adverse  effect for the fiscal year ended
June 30, 1999. 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 the
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>  24

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 1998-99 season, such determinations
were not 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 from
playoff ticket sales is 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,  Celtics Basketball recognizes Boston Celtics
team and game 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,  Celtics  Basketball  ordinarily  recognizes
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  recognizes  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, Celtics Basketball
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 resulted in losses in the first and second fiscal
quarters of the fiscal year ending June 30, 1999 and income in the third fiscal
quarter 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 fourth  fiscal  quarter of the fiscal year ending June 30,  1999,
and beyond.


<PAGE>  25

Results of Operations

BCLP's  general and  administrative  expenses of $3,118,000  in the  nine-month
period  ended  March 31, 1999  decreased  by  $5,059,000  compared to BCLP II's
general and  administrative  expenses of  $8,177,000 in the  nine-month  period
ended  March 31,  1998,  and BCLP's  general  and  administrative  expenses  of
$923,000 in the three-month period ended March 31, 1999 decreased by $2,188,000
compared to BCLP II's general and administrative  expenses of $3,111,000 in the
three-month period ended March 31, 1998. General and administrative expenses in
the nine-month and  three-month  periods ended March 31, 1998 included  general
and  administrative  expenses related to the Boston Celtics  basketball team of
$3,210,000 and $1,051,000,  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 nine-month and  three-month  periods
ended  March 31,  1999 are  included  in equity  in  income  (loss) of  Celtics
Basketball Holdings. The balance of the decreases in general and administrative
expenses in the  nine-month and  three-month  periods ended March 31, 1999 is a
result of decreased personnel and other general and administrative  expenses as
a result of the Reorganization.

Selling and  promotional  expenses of  $2,974,000  and  $1,252,000 in the nine-
month and  three-month  periods  ended March 31,  1998,  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 nine-month and three-month
periods ended March 31, 1999 are included in equity in income (loss) of Celtics
Basketball Holdings.

Equity in income  (loss) of  Celtics  Basketball  Holdings,  L.P.  of  $994,000
represents  BCLP's  48.3%  interest  in the income  (loss) of the  entity  that
indirectly  owns and operates the Boston Celtics  basketball team subsequent to
the Reorganization.  Prior to the Reorganization,  the operating results of the
Boston  Celtics  basketball  team were  consolidated  with BCLP II's  operating
results.  Celtics  Basketball  recognizes Boston Celtics team and game 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  nine-month  and  three-month  periods  ended  March 31,  1998
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
nine months ended March 31, 1998 using the equity  method,  BCLP II's pro forma
equity in income of the Boston  Celtics  would  have  amounted  to  $8,693,000,
reflecting,  among other things, team and game revenues and expenses related to
the 72 regular  season  games  played by the Boston  Celtics in the  nine-month
period ended March 31, 1998. 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, and the Boston Celtics played just 29 regular season
games in the nine-month  period ended March 31, 1999. As a result,  the results
of operations of Celtics  Basketball for the nine-month  period ended March 31,
1999  reflected  a net  loss,  as net team and game  income  related  to the 29
regular season games played was more than offset by general and  administrative
expenses, selling and promotional expenses, certain team expenses contractually
related to the 32 canceled games and interest expense, net of interest income.



<PAGE>  26

BCLP's interest expense of $5,005,000 in the nine-month  period ended March 31,
1999 increased by $616,000 compared to BCLP II's interest expense of $4,389,000
in the nine-month  period ended March 31, 1998, and BCLP's interest  expense of
$1,622,000 in the three-month period ended March 31, 1999 increased by $183,000
compared to BCLP II's interest expense of $1,439,000 in the three-month  period
ended March 31, 1998.  The  increases are  primarily  attributable  to interest
related to the subordinated debentures issued by BCLP II in connection with the
Reorganization  ($2,733,000  and  $911,000 in the  nine-month  and  three-month
periods  ended  March 31,  1999,  respectively)  and  interest  related  to new
borrowings of $50,000,000  under BCLP II's revolving  credit agreement with its
commercial  bank  ($469,000  and  $114,000 in the  nine-month  and  three-month
periods ended March 31, 1999,  respectively).  These  increases  were partially
offset by the fact that  interest  expense in the  nine-month  and  three-month
periods ended March 31, 1998 included  interest  expense  related to the Boston
Celtics  basketball  team of $2,586,000 and $836,000,  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 nine-month and
three-month periods ended March 31, 1999 is included in equity in income (loss)
of Celtics Basketball Holdings.

BCLP's interest  income of $3,401,000 in the nine-month  period ended March 31,
1999  decreased  by  $1,447,000  compared  to  BCLP  II's  interest  income  of
$4,848,000 in the nine-month  period ended March 31, 1998, and BCLP's  interest
income of $1,009,000 in the  three-month  period ended March 31, 1999 decreased
by  $542,000  compared  to BCLP  II's  interest  income  of  $1,551,000  in the
three-month   period  ended  March  31,  1998.   The  decreases  are  primarily
attributable  to a reduction in funds  available for  investment.  In addition,
interest income in the nine-month and three-month  periods ended March 31, 1998
included  interest  income  related to the Boston  Celtics  basketball  team of
$237,000 and $71,000,  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 nine-month and three-month  periods ended March 31, 1999
is included in equity in income (loss) of Celtics Basketball Holdings.

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 $1,300,000  relates to BCLP's  subsidiary
corporations.





<PAGE>  27

Liquidity and Capital Resources

BCLP used  approximately  $4,060,000 in cash flows from  operations in the nine
months  ended  March  31,  1999.  At  March  31,  1999  the   Partnership   had
approximately  $87,845,000 of available cash and cash  equivalents and $250,000
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
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 for  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.  On February 1, 1999,  BCLP II borrowed
$1,000,000  against the revolving  credit agreement for general working capital
purposes.  This amount was repaid on April 6, 1999. 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
nine months  ended March 31, 1999.  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 March 31, 2000.




<PAGE>  28

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 March 31, 1999, 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 March 31, 1999, 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  50% 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 Boston  Celtics'  players,  coaches and  equipment  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 effect 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>  29

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.

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,  during 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, NBA teams are only required to pay 50/82 of each player's
salary with respect to the 1998-99 regular season.






<PAGE>  30

ITEM 6 - Exhibits and Reports on Form 8-K

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

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


                                  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:  May 7, 1999               By: /s/ Richard G. Pond
                                          Richard G. Pond
                                          Executive Vice President
                                          Chief Financial Officer
                                          and Chief Operating Officer

Dated:  May 7, 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>  31