OXFORD TAX EXEMPT FUND II LTD PARTNERSHIP
8-K, 2000-07-13
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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<PAGE> 1
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                            FORM 8-K

                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported):  June 28, 2000
                                                     -------------

            Oxford Tax Exempt Fund II Limited Partnership
      -----------------------------------------------------
     (Exact name of registrant as specified in its charter)


     Maryland                  0-25600                   52-1394232
-----------------           -------------            -------------------
(State or other             (Commission               (I.R.S. Employer
jurisdiction of              File Number)            Identification No.)
incorporation)



  7200 Wisconsin Avenue, Suite 1100, Bethesda, Maryland  20814
--------------------------------------------------------------------
            (Address of principal executive offices)

                        (301) 654-3100
       --------------------------------------------------
       Registrant's telephone number, including area code


                               N/A
    -------------------------------------------------------------
    (Former name or former address, if changed since last report)



















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          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                            FORM 8-K
                         CURRENT REPORT

Item 1(b).   Changes in control of registrant.

Oxford Tax Exempt Fund II Limited Partnership (the "Company"
or  "OTEF")  (AMEX: OTF), announced on June  28,  2000  that
Apartment Investment and Management Company ("AIMCO") (NYSE:
AIV) has agreed to acquire all of the stock of Oxford Realty
Financial  Group,  Inc. ("ORFG")  that it does  not  already
own,  as  well as other interest in various Oxford entities.
ORFG  is  the  parent  company of  OTEF's  Managing  General
Partner,  Oxford  Tax  Exempt Fund II Corporation.   Merrill
Lynch  &  Co.  served as financial advisor to ORFG  and  its
affiliates  with  respect  to  this  transaction.   Although
closing  of the transaction is expected to occur later  this
year,  no  assurances can be given that  all  conditions  to
closing will be satisfied.

Item 7.   Exhibits

Exhibit 1  Press Release dated June 28, 2000.

































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=============================================================
          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP

                            FORM 8-K
                         CURRENT REPORT

                           SIGNATURES

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

               Oxford Tax Exempt Fund II Limited Partnership

                       By:  Oxford Tax Exempt Fund II
                             Corporation,
                            Managing General Partner of the
                             registrant



Date: July 13, 2000          By: /s/ Marc B. Abrams
      _____________              ---------------------------
                                 Marc B. Abrams,
                                 Senior Vice President
































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For Release 11:00 a.m. EDT
June 28, 2000



News Release

OXFORD TAX EXEMPT FUND ANNOUNCES OXFORD TRANSACTION
June 28, 2000 EDT

-----------------------------------------------------------------

      BETHESDA, MARYLAND- June 28, 2000 - Oxford Tax Exempt  Fund
II  Limited  Partnership (the "Company" or "OTEF")  (AMEX:  OTF),
announced  that  Apartment  Investment  and  Management   Company
("AIMCO") (NYSE: AIV) has agreed to acquire all of the  stock  of
Oxford  Realty Financial Group, Inc. ("ORFG"), that it  does  not
already  own,  as  well  as  other interests  in  various  Oxford
entities.  ORFG is the parent company of OTEF's Managing  General
Partner,  Oxford  Tax Exempt Fund II Corporation  (the  "Managing
General  Partner").   Merrill Lynch &  Co.  served  as  financial
advisor  to  ORFG  and  its  affiliates  with  respect  to   this
transaction.  Although closing of the transaction is expected  to
occur  later  this  year, no assurances can  be  given  that  all
conditions to closing will be satisfied.

     AIMCO,  a  publicly-traded  real  estate  investment   trust
headquartered   in   Denver,  Colorado,  owns   and   manages   a
geographically  diversified portfolio  of  approximately  365,000
apartments  and  is  one of the largest owners  and  managers  of
apartment  communities  in  the nation.   AIMCO  has  substantial
experience  with properties financed with tax-exempt  bonds,  and
currently  serves  as  the property manager  for  19  of  the  21
apartment  communities  that  collateralize  the  tax-exempt  and
taxable debt held by OTEF.

     Upon  completion  of this transaction, AIMCO  will  own  the
Managing  General  Partner of OTEF.   AIMCO  will  also  own  the
managing  general partner interests in 20 of the 21  partnerships
whose  apartment properties are collateral for OTEF's  tax-exempt
and  taxable debt.  AIMCO has informed OTEF that AIMCO  does  not
intend to change OTEF's distribution policy.

     The  Company's business objective is to provide shareholders
with   high   tax-exempt  dividends,  plus  income  growth   from
investments  in  tax-exempt mortgage revenue bonds,  and  related
debt  and  equity  investments,  secured  principally  by  garden
apartment communities located in major U.S. growth markets.   The
Company's bond investments are generally structured to enable the
Company to participate in any growth in the net operating  income
and appreciation of the underlying properties.

     Questions  regarding transfer of BACs should be directed  to
the  Company's  registrar and transfer agent  at  1-800-368-5948.
Any  other questions should be directed to the Company's Investor
Services  group  at  1-888-321-OTEF.   Visit  OTEF's  website  at
www.OTEF.com.


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     For  more information about AIMCO, visit AIMCO's website  at
www.AIMCO.com.

     This  press  release contains statements that  are  forward-
looking  in  nature and reflect management's current  views  with
respect  to  future  events  and  financial  performance.   These
statements are subject to many uncertainties and risks and should
not  be  considered guarantees of financial performance.   Actual
results  may  vary materially from these statements  based  on  a
number  of  factors,  including, among other things,  the  actual
performance  of  the  properties pledged as  collateral  for  the
Company's portfolio, general conditions in the local real  estate
markets  in  which  the  properties are  located  and  prevailing
interest rates.





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