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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
OMB APPROVAL:
OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
hours per response....2.50
SEC FILE NUMBER:
0-25600
CUSIP NUMBER:
(CHECK ONE): ___ Form 10-K ___Form 20-F ___Form 11-K
/X/ Form 10-Q ___Form N-SAR
For Period Ended: March 31, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_________________________________
Read Instruction (on back page) Before Preparing Form. Please
Print or Type. Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full name of Registrant:
Oxford Tax Exempt Fund II Limited Partnership
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Former Name if Applicable:
N/A
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Address of Principal Executive Office (Street and Number):
7200 Wisconsin Avenue, 11th Floor
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City, State and Zip Code
Bethesda, Maryland 20814
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PART II- RULES 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate) /X/
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
(Attach Extra Sheets if Needed)
Oxford Tax Exempt Fund II Corporation, the Managing General
Partner of Oxford Tax Exempt Fund II Limited Partnership (the
"Registrant") has encountered delays in processing financial and
operating data. Since such information is needed in the
preparation of the Registrant's Quarterly Report on Form 10-Q for
the period ended March 31, 1997, it is beyond the Registrant's
ability to file that Report on Form 10-Q on or before May 15,
1997 without unreasonable effort and expense.
PART IV- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
/S/ KENNETH C. WILLARD 301 961-3568
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s). Yes /X/ No / /
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PART IV- Other Information (continued)
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof?
Yes / / No /X/
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 15, 1997 By: /S/ Kenneth C. Willard
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Kenneth C. Willard
Vice President
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION:
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| Intentional misstatements or omissions of fact constitute |
| Federal Criminal Violations (See 18 U.S.C. 1001). |
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GENERAL INSTRUCTIONS:
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of
the General Rules and Regulations under the Securities
Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the
form will be made a matter of public record in the Commission
files.
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GENERAL INSTRUCTIONS: (continued)
3. A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on which
any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form
12b-25 but need not restate information that has been
correctly furnished. The form shall be clearly identified as
an amended notification.
5. Electronic Filers. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time
period prescribed due to difficulties in electronic filing
should comply with either Rule 201 or Rule 202 of Regulation
S-T (section 232.201 or section 232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (section 232.13(b) of this chapter).
