SECURITIES AND EXCHANGE
COMMISSION Washington, D.C.
20594
FORM 12b-25
Notification of Late Filing
Commission File Number 0-17696
(Check one): ( ) Form 10-K ( ) Form 11-K ( ) Form
20-F
(X) Form 10-Q ( ) Form N-SAR
For Period Ended: December 31, 1998
-----------------------
( ) 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:
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 items(s) to which the
notification relates:
The notification relates to the Form 10-Q in its
entirety.
PART I
Registrant Information
Full name of registrant
American Affordable Housing II Limited
Partnership ------------------------------
--------------------
Former name if applicable
Address of principal executive office
(Street and Number) One Boston Place, Suite
2100
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City, State and Zip Code Boston, Massachusetts
02108-4406
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PART II
Rule 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 Rule12b-25(b), the following
should be
completed. (Check appropriate box.)
--
| | (a) The reasons described in reasonable detail
in Part
III of this form could not be eliminated
without
unreasonable effort or expense;
--
|X | (b) The subject annual report, semi-annual
report,
transition report on Form 10-K, 20-F, 11-K
or
Form N-SAR, or portion thereof will be
filed on
or before the 15th calendar day following
the
prescribed due date; or the subject
quarterly
report or 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 Form
10-Q,11-K, 20-F, 10-Q, N-SAR or the transition report
portion thereof could not be filed within the prescribed
time period. (Attached extra sheets if needed.)
The registrant will not be filing the requisite Form 10-Q
within the prescribed time period since the registrant has
not completely received and coordinated all necessary
documents and other information which must be complied and
reviewed in order to properly prepare the Form 10-Q in
full detail.
PART IV
Other Information
(1) Name and telephone number of person to contact
in
regard to this notification.
Marc N. Teal 617 624-8900
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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 the
answer is no, identify report(s).
-- --
| X| Yes |
| No
-- --
(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 |
X| No
-- --
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. See
ATTACHMENT TO FORM 12b-25.
American Affordable Housing II Limited Partnership
Has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: February 12, 1999 By: /S/ JOHN P. MANNING
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John P. Manning, a partner of
Boston
Capital Associates, the general
partner of American
Affordable Housing II Limited
Partnership
