BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LP II
10-Q, 1997-08-13
OPERATORS OF APARTMENT BUILDINGS
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August 13, 1997




Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312

Re:     Boston Financial Qualified Housing Tax Credits L.P. II
        Report on Form 10-Q for Quarter Ended June 30, 1997
        File No. 0-17777




Dear Sir/Madam:


Pursuant to the requirements of section 15(d) of the Securities  Exchange Act of
1934, there is filed herewith a copy of subject report.



Very truly yours,


/s/Veronica J. Curioso
Veronica J. Curioso
Assistant Controller



QH2-10Q1.DOC


<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

     Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934

(Mark One)

[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997
                               --------------

                                       OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934


For the transition period from                  to
                              -----------------    --------------------

For Quarter Ended  June 30, 1997       Commission file number    0-17777
                  ----------------                            ---------------

     Boston  Financial Qualified Housing Tax Credits L.P. II
         (Exact name of registrant as specified in its charter)


            Delaware                                   04-3002607
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                  Identification No.)


   101 Arch Street, Boston, Massachusetts              02110-1106
  (Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code (617)439-3911

        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                   Yes X No .


<PAGE>



             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)

                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION                                         Page No.
- ------------------------------                                         --------

Item 1.  Financial Statements

         Combined Balance Sheets - June 30, 1997 (Unaudited)
           and March 31, 1997                                                1

         Combined Statements of Operations (Unaudited) - For the Three
           Months Ended June 30, 1997 and 1996                               2

         Statement of Changes in Partners' Equity (Deficiency)
           (Unaudited) - For the Three Months Ended June 30, 1997            3

         Combined Statements of Cash Flows (Unaudited) -
           For the Three Months Ended June 30, 1997 and 1996                 4

         Notes to Combined Financial Statements (Unaudited)                  5

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                               9

PART II - OTHER INFORMATION

Items 1-6                                                                   12

SIGNATURE                                                                   13



<PAGE>



             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)
<TABLE>
<CAPTION>
                                                         
                             COMBINED BALANCE SHEETS

                                                                       June 30,               March 31,
                                                                         1997                   1997
                                                                      (Unaudited)
Assets
<S>                                                                <C>                       <C>
Cash and cash equivalents                                          $     332,382             $    318,451
Marketable securities, at fair value                                   1,243,763                1,319,499
Accounts receivable                                                       99,971                  100,572
Tenant security deposits                                                  32,574                   30,976
Investments in Local Limited Partnerships (Note 1)                     7,865,251                8,506,576
Rental property at cost, net of accumulated depreciation              12,151,137               12,293,738
Mortgagee escrow deposits                                                156,212                  139,547
Operating reserves                                                       312,353                  337,353
Replacement reserves                                                      81,250                   74,617
Deferred fees (net of accumulated amortization
   of $153,741 and $147,413, respectively)                               330,891                  337,219
Other assets                                                             116,788                   94,462
                                                                   -------------             ------------
     Total Assets                                                  $  22,722,572             $ 23,553,010
                                                                   =============             ============


Liabilities and Partners' Equity

Mortgage notes payable                                             $  11,261,215             $ 11,271,738
Note payable                                                               9,800                    9,800
Accounts payable to affiliates                                           310,993                  251,522
Accounts payable and accrued expenses                                    276,305                  269,009
Accrued interest payable                                                  66,993                   38,128
Security deposits payable                                                 51,560                   51,413
                                                                   -------------             ------------
     Total Liabilities                                                11,976,866               11,891,610
                                                                   -------------             ------------

Minority interests in Local Limited Partnerships                        (151,430)                (149,588)
                                                                   -------------             ------------

Commitments

General, Initial and Investor Limited Partners' Equity                10,895,568               11,811,938
Net unrealized gains (losses) on marketable securities                     1,568                     (950)
                                                                   -------------             ------------
   Total Partners' Equity                                             10,897,136               11,810,988
                                                                   -------------             ------------
   Total Liabilities and Partners' Equity                          $  22,722,572             $ 23,553,010
                                                                   =============             ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)
<TABLE>
<CAPTION>


                        COMBINED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                For the Three Months Ended June 30, 1997 and 1996

                                                                          1997                    1996
                                                                     --------------           --------
<S>                                                                  <C>                      <C>
Revenue:
   Rental                                                            $      444,719           $     186,532
   Investment                                                                29,667                  29,020
   Other                                                                      4,062                  53,377
                                                                         ----------              ----------
        Total Revenue                                                       478,448                 268,929
                                                                     --------------           -------------

Expenses:
   Asset management fees, related party                                      69,901                  67,668
   General and administrative (includes reimbursements
     to an affiliate of $37,110 and $30,134, respectively)                   64,937                  58,858
   Rental operations, exclusive of depreciation                             241,107                  90,231
   Property management fees, related party                                   19,880                   9,880
   Interest                                                                 222,093                 124,398
   Depreciation                                                             142,601                  69,772
   Amortization                                                              37,266                  37,074
                                                                     --------------           -------------
        Total Expenses                                                      797,785                 457,881
                                                                     --------------           -------------

Loss before equity in losses of
   Local Limited Partnerships                                              (319,337)               (188,952)

Minority interests in loss of
   Local Limited Partnerships                                                 1,842                   1,044

Equity in losses of Local Limited
   Partnerships                                                            (598,875)             (1,129,213)
                                                                     --------------           -------------

Net Loss                                                             $     (916,370)          $  (1,317,121)
                                                                     ==============           =============

Net Loss allocated:
   To General Partners                                               $       (9,164)          $     (13,171)
   To Limited Partners                                                     (907,206)             (1,303,950)
                                                                     --------------           -------------
                                                                     $     (916,370)          $  (1,317,121)
                                                                     ==============           =============
Net Loss per Limited
   Partnership Unit (60,000 Units)                                   $       (15.12)          $     (21.73)
                                                                     ==============           ============

</TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)
<TABLE>
<CAPTION>


              STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                                   (Unaudited)
                    For the Three Months Ended June 30, 1997

                                                                                     Net
                                                    Initial      Investor        Unrealized
                                    General         Limited       Limited           Gains
                                    Partners       Partners      Partners         (Losses)                 Total
<S>                                <C>              <C>        <C>                <C>              <C>  

Balance at March 31, 1997          $ (409,198)      $  5,000   $ 12,216,136       $     (950)      $  11,810,988

Net change in net unrealized
   gains on marketable securities
   available for sale                       -              -              -            2,518               2,518

Net Loss                               (9,164)             -       (907,206)               -            (916,370)
                                   ----------       --------   ------------       ----------       -------------

Balance at June 30, 1997           $ (418,362)      $  5,000   $ 11,308,930       $    1,568       $  10,897,136
                                   ==========       ========   ============       ==========       =============
</TABLE>


The accompanying notes are an integral part of these financial statements.

<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)
<TABLE>
<CAPTION>


                        COMBINED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                For the Three Months Ended June 30, 1997 and 1996

                                                                           1997                   1996
                                                                      --------------          --------
<S>                                                                    <C>                    <C>   
Net cash used for operating activities                                 $    (49,701)          $   (394,504)
                                                                       ------------           ------------

Cash flows from investing activities:
   Purchases of marketable securities                                      (349,066)              (509,896)
   Proceeds from sales and maturities of
    marketable securities                                                   427,324              1,059,912
   Cash distributions received from Local
    Limited Partnerships                                                     11,512                151,118
   Advances to affiliates                                                   (48,107)               (36,128)
   Deposits to replacement reserves                                          (6,633)                (6,633)
                                                                       ------------           ------------
         Net cash provided by investing activities                           35,030                658,373
                                                                       ------------           ------------

Cash flows from financing activities:
   Repayment of mortgage payable                                            (10,523)                (5,259)
   Mortgagee escrow deposits                                                (16,665)                13,985
   Advances from affiliate                                                   55,790                 50,885
                                                                       ------------           ------------
         Net cash provided by financing activities                           28,602                 59,611
                                                                       ------------           ------------

Net increase in cash and cash equivalents                                    13,931                323,480

Cash and cash equivalents, beginning of period                              318,451                164,590
                                                                       ------------           ------------

Cash and cash equivalents, end of period                               $    332,382           $    488,070
                                                                       ============           ============

Supplemental Disclosure:
   Cash paid for interest                                              $    193,228           $    124,438
                                                                       ============           ============
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)


                    Notes to the Combined Financial Statements
                                   (Unaudited)


The  unaudited  financial  statements  presented  herein  have been  prepared in
accordance  with the  instructions  to Form 10-Q and do not  include  all of the
information  and note  disclosures  required by  generally  accepted  accounting
principles.  These  statements  should be read in conjunction with the financial
statements and notes thereto included with the  Partnership's  10-K for the year
ended March 31, 1997. In the opinion of management,  these financial  statements
include  all  adjustments,  consisting  only of  normal  recurring  adjustments,
necessary to present fairly the Partnership's  financial position and results of
operations.  The results of operations  for the periods may not be indicative of
the results to be expected  for the year.  Certain  reclassifications  have been
made  to  prior  period  financial  statements  to  conform  to  current  period
classifications.

1.   Investments in Local Limited Partnerships

The Partnership has acquired  limited  partner  interests in thirty-seven  Local
Limited  Partnerships  (excluding the Combined  Entities and Snapfinger  Creste,
which  has  been  written  off)  which  own  and  operate  multi-family  housing
complexes, most of which are government-assisted.  The Partnership,  as Investor
Limited Partner  pursuant to the various Local Limited  Partnership  Agreements,
has acquired a 99% interest in the profits,  losses,  tax credits and cash flows
from  operations of each of the Local Limited  Partnerships.  Upon  dissolution,
proceeds will be distributed according to each respective partnership agreement.

A summary of investments in Local Limited  Partnerships,  excluding the Combined
Entities and Snapfinger Creste, at June 30, 1997 is as follows:
<TABLE>
<CAPTION>
<S>                                                                                                <C>   
Capital contributions paid to Local Limited Partnerships and purchase price
   paid to withdrawing partners of Local Limited Partnerships                                      $  33,326,675

Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
   unrecognized losses of $2,184,412)                                                                (28,405,783)

Cumulative cash distributions received
   from Local Limited Partnerships                                                                      (881,156)
                                                                                                    ------------

Investments in Local Limited Partnerships before adjustment                                            4,039,736

Excess of investment costs over the underlying net assets acquired:

    Acquisition fees and expenses                                                                      5,084,529

    Accumulated amortization of acquisition fees and expenses                                         (1,259,014)
                                                                                                   -------------

Investments in Local Limited Partnerships                                                          $   7,865,251
</TABLE>
       
The Partnership's share of the net losses of the Local Limited  Partnerships for
the three  months  ended June 30, 1997 is  $834,731.  For the three months ended
June 30, 1997, the Partnership  has not recognized  $235,856 of equity in losses
relating to seventeen  Local Limited  Partnerships  where  cumulative  equity in
losses exceeds their total investment.

2.   Disposition of Investment in Local Limited Partnership

Snapfinger Creste,  located in Georgia, was affected by a weak rental market and
deferred  maintenance  issues.  The Local General  Partner was obligated to fund
deficits and had made advances and had deferred  management  fees.  Although the
initial  foreclosure  deadline was extended,  the  Partnership  transferred  its
interest in Snapfinger Creste through a foreclosure on August 5, 1997. In recent
months,  continuing  negotiations  did not provide for a satisfactory  agreement
between the parties.  The transfer will result in recapture for investors of one
third of the tax credit  benefits in 1997,  the  allocation of taxable income to
the Partnership and loss of future benefits  associated with this property.  The
Partnership's  investment in Snapfinger  Creste has been written off as of March
31, 1997.
<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)
                                   (Unaudited)

2.   Supplemental Combining Schedules
<TABLE>
<CAPTION>

                                 Balance Sheets

                                            Boston Financial
                                            Qualified Housing     Combined
                                               Tax Credits        Entities                             Combined
                                               L.P. II (A)            (B)         Eliminations            (A)
<S>                                          <C>               <C>                 <C>               <C> 

Assets
Cash and cash equivalents                    $     279,507     $     52,875        $          -      $     332,382
Marketable securities, at fair value             1,243,763                -                   -          1,243,763
Accounts receivable                              1,039,898           30,197            (970,124)            99,971
Tenant security deposits                                 -           32,574                   -             32,574
Investments in Local Limited
   Partnerships                                  8,622,643                -            (757,392)         7,865,251
Rental property at cost, net of
   accumulated depreciation                              -       12,151,137                   -         12,151,137
Mortgagee escrow deposits                                -          156,212                   -            156,212
Operating reserves                                       -          312,353                   -            312,353
Replacement reserves                                     -           81,250                   -             81,250
Deferred fees, net                                       -          330,891                   -            330,891
Other assets                                        22,213           94,575                   -            116,788
                                             -------------     ------------        ------------      -------------
     Total Assets                            $  11,208,024     $ 13,242,064        $ (1,727,516)     $  22,722,572
                                             =============     ============        ============      =============

Liabilities and Partners' Equity
Mortgage notes payable                      $            -     $ 11,261,215        $          -      $  11,261,215
Note payable                                             -            9,800                   -              9,800
Accounts payable to affiliates                     283,439           27,554                   -            310,993
Accounts payable and accrued
   expenses                                         27,449          248,856                   -            276,305
Advances from Limited Partner                            -          970,124            (970,124)                 -
Accrued interest payable                                 -           66,993                   -             66,993
Security deposits payable                                -           51,560                   -             51,560
                                             -------------     ------------        ------------      -------------

     Total Liabilities                             310,888       12,636,102            (970,124)        11,976,866
                                             -------------     ------------        ------------      -------------

Minority interests in Local Limited
   Partnerships                                          -                -            (151,430)          (151,430)
                                             -------------     ------------        ------------      -------------

General, Initial and Investor
  Limited Partners' Equity                      10,895,568          605,962            (605,962)        10,895,568
Net unrealized gains on
  marketable securities                              1,568                -                   -              1,568
                                             -------------     ------------        ------------      -------------
   Total Partners' Equity                       10,897,136          605,962            (605,962)        10,897,136
                                             -------------     ------------        ------------      -------------
   Total Liabilities and Partners' Equity    $  11,208,024     $ 13,242,064        $ (1,727,516)     $  22,722,572
                                             =============     ============        ============      =============
</TABLE>

(A) June 30, 1997. 
(B) March 31, 1997.


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)
                                   (Unaudited)

2.   Supplemental Combining Schedules (continued)
<TABLE>
<CAPTION>

                            Statements of Operations

                                            Boston Financial
                                            Qualified Housing     Combined
                                               Tax Credits        Entities                           Combined
                                               L.P. II (A)           (B)          Eliminations            (A)
<S>                                         <C>                <C>                 <C>              <C>    

Revenue:
   Rental                                   $            -     $    444,719        $         -      $    444,719
   Investment                                       28,724              943                  -            29,667
   Other                                             1,850            2,212                  -             4,062
                                            --------------     ------------        -----------      ------------
     Total Revenue                                  30,574          447,874                  -           478,448
                                            --------------     ------------        -----------      ------------

Expenses:
   Asset management fees, related party             69,901                -                  -            69,901
   General and administrative                       64,937                -                  -            64,937
   Rental operations, exclusive
     of depreciation                                     -          241,107                  -           241,107
   Property management fees,
     related party                                       -           19,880                  -            19,880
   Interest                                              -          222,093                  -           222,093
   Depreciation                                          -          142,601                  -           142,601
   Amortization                                     30,938            6,328                  -            37,266
                                            --------------     ------------        -----------      ------------
     Total Expenses                                165,776          632,009                  -           797,785
                                            --------------     ------------        -----------      ------------

Loss before equity in losses of
   Local Limited Partnerships                     (135,202)        (184,135)                            (319,337)

Minority interests in loss of
   Local Limited Partnerships                            -                -              1,842             1,842

Equity in losses of Local
   Limited Partnerships                           (781,168)               -            182,293          (598,875)
                                            --------------     ------------        -----------      ------------

Net Loss                                    $     (916,370)    $   (184,135)       $   184,135      $   (916,370)
                                            ==============     ============        ===========      ============
</TABLE>


(A) For the three months ended June 30, 1997.  
(B) For the three months ended March 31, 1997.


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)
                                   (Unaudited)

2.   Supplemental Combining Schedules (continued)
<TABLE>
<CAPTION>

                            Statements of Cash Flows

                                            Boston Financial
                                            Qualified Housing     Combined
                                               Tax Credits        Entities                            Combined
                                               L.P. II (A)           (B)          Eliminations            (A)
<S>                                          <C>                <C>                <C>             <C> 

Net cash provided by
   (used for) operating activities           $      (61,947)    $     12,246       $         -     $     (49,701)
                                             --------------     ------------       -----------     -------------

Cash flows from investing activities:
   Purchases of marketable securities              (349,066)               -                 -          (349,066)
   Proceeds from sales and maturities
     of marketable securities                       427,324                -                 -           427,324
   Cash distributions received from
     Local Limited Partnerships                      11,512                -                 -            11,512
   Advances to affiliate                            (48,107)               -                 -           (48,107)
   Deposits to replacement reserves                       -           (6,633)                -            (6,633)
                                             --------------     ------------       -----------     -------------
Net cash provided by (used for) investing
   activities                                        41,663           (6,633)                -            35,030
                                             --------------     ------------       -----------     -------------

Cash flows from financing activities:
   Repayment of mortgage payable                          -          (10,523)                -           (10,523)
   Mortgagee escrow deposits                              -          (16,665)                -           (16,665)
   Advances from affiliate                                -           55,790                 -            55,790
                                             --------------     ------------      ------------       -----------
Net cash provided by financing activities                 -           28,602                 -            28,602
                                             --------------     ------------      ------------       -----------

Net increase (decrease) in cash
   and cash equivalents                             (20,284)          34,215                 -            13,931

Cash and cash equivalents, beginning                299,791           18,660                 -           318,451
                                             --------------     ------------      ------------       -----------

Cash and cash equivalents, ending            $      279,507     $     52,875      $          -       $   332,382
                                             ==============     ============      ============       ===========

</TABLE>

(A) For the three months ended June 30, 1997.  
(B) For the three months ended March 31, 1997.



<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

At June 30, 1997, the Partnership  had cash and cash  equivalents of $332,382 as
compared to $318,451 at March 31, 1997.  The increase is primarily  attributable
to proceeds from the sales and maturities of marketable  securities in excess of
purchases of marketable  securities and cash  distributions  received from Local
Limited Partnerships. These increases are offset by cash used for operations and
repayment of mortgage principal.

The Managing  General Partner  initially  designated 3% of the Gross Proceeds to
Reserves.  The Reserves were  established to be used for working  capital of the
Partnership  and  contingencies  related  to  the  ownership  of  Local  Limited
Partnership  interests.  The Managing  General  Partner may increase or decrease
such Reserves from time to time, as it deems appropriate.  During the year ended
March 31, 1993,  the Managing  General  Partner  decided to increase the reserve
level to 4%, and it transferred the additional funds to the Reserve account.  To
date,  approximately $149,000 has been withdrawn from the Reserve account to pay
legal and other costs related to the Mod Rehab issue.  Additionally,  legal fees
relating to various  property  issues totaling  approximately  $31,000 have been
paid from Reserves.  The Partnership also advanced  approximately  $1,040,000 to
four Local Limited Partnerships.

Management  believes that the  investment  income earned on the Reserves,  along
with cash distributions received from Local Limited Partnerships,  to the extent
available,  will be sufficient  to fund the  Partnership's  ongoing  operations.
Reserves may be used to fund  Partnership  operating  deficits,  if the Managing
General  Partner  deems  funding  appropriate.  At June 30, 1997,  approximately
$875,000 of marketable securities has been designated as Reserves.

At  June  30,  1997,  the  Partnership  has  committed  to make  future  capital
contributions  and to pay future purchase price  installments on its investments
in Local Limited  Partnerships.  These future  payments are contingent  upon the
achievement  of certain  criteria as set forth in the Local Limited  Partnership
Agreements and total approximately $337,500.

Since the  Partnership  invests as a limited  partner,  the  Partnership  has no
contractual  duty to  provide  additional  funds to Local  Limited  Partnerships
beyond its specified investment.  Thus, as of June 30, 1997, the Partnership had
no contractual or other  obligation to any Local Limited  Partnership  which had
not been paid or provided for, except as disclosed above.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional funds, the  Partnership's  management might deem it in its
best  interest  to provide  such  funds,  voluntarily,  in order to protect  its
investment.

Cash Distributions

No cash distributions were made during the three months ended June 30, 1997.




<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The Partnership's results of operations for the three months ended June 30, 1997
resulted in a net loss of $916,370 as compared to a net loss of  $1,317,121  for
the same period in 1996. The decrease in net loss is primarily due to a decrease
in equity in losses of Local  Limited  Partnerships  and an  increase  in rental
revenue  and  is  offset  by  increases  in  rental  operations,   interest  and
depreciation  expense  items.  The  decrease  in equity  in losses is  primarily
attributable to fewer losses being recognized in 1997 because more Local Limited
Partnerships  have  cumulative  equity  in  losses  in  excess  of  their  total
investments  as compared to the  previous  year.  Additionally,  during the year
ended March 31, 1997,  the  Partnership  wrote off its  investment  in one Local
Limited  Partnership  (Snapfinger  Creste)  because  there  was  evidence  of  a
non-temporary  decline in the recoverable  amount of the investment (see section
entitled "Property  Discussions" for additional  information).  The increases in
rental revenue,  rental  operations,  interest and  depreciation (as well as the
decrease in losses of Local Limited  Partnerships) are due to the combination of
Shannon Creste, effective September 1, 1996.


Property Discussions

Limited  Partnership  interests  have  been  acquired  in  forty  Local  Limited
Partnerships  which own and operate forty rental  properties  located in fifteen
states,  Washington,  D.C. and Puerto Rico.  Thirty of the properties with 2,325
apartments were newly constructed, and eight properties with 733 apartments were
rehabilitated.   All  of  the   properties   have  completed   construction   or
rehabilitation  and initial  rent-up.  Most of the forty  properties have stable
operations and are operating at break-even or generating operating cash flow.

A few properties are experiencing  operating difficulties and cash flow deficits
due to a variety of reasons. The Local General Partners of those properties have
funded operating  deficits through project expense loans,  subordinated loans or
payments from operating  escrows.  In instances where the Local General Partners
have stopped funding  deficits  because their obligation to do so has expired or
otherwise,  the  Managing  General  Partner  is working  with the Local  General
Partners to increase operating income,  reduce expenses or refinance the debt at
lower interest rates in order to improve cash flow.

As  previously  reported,  despite  high  occupancy  and a  debt  restructuring,
Atlantic Terrace, located in Washington,  D.C., continues to experience unstable
operations  due primarily to costs  associated  with unit turnover and increased
maintenance  and utility  expenses.  Deteriorating  market  conditions  are also
impacting the property.  The managing  agent is addressing  these issues through
enhanced tenant screening, social programs and more careful expense monitoring.

Garden Cove,  located in Huntsville,  Alabama,  continues to generate  operating
deficits which are being funded from Partnership Reserves.  The Managing General
Partner  continues  to work with the  management  agent to find  further ways to
curtail the operating  shortfalls.  Inasmuch as the property  remains  unable to
fully cover debt  service from  operating  income due to  depressed  rents,  the
Managing  General  Partner has entered into workout  negotiations  which include
exploring  opportunities to restructure the first mortgage. This restructure may
result in  converting  a portion of the first  mortgage  into a cash flow second
mortgage and increasing the replacement  reserve monthly deposits.  It is likely
that without a modification, the lender will exercise its rights to foreclose on
the property. A foreclosure would result in recapture for investors of one third
of the tax credit benefits,  the allocation of taxable income to the Partnership
and loss of future benefits associated with this property.

Shadow Wood  Housing,  located in  Chickasha,  Oklahoma,  continues  to generate
operating  deficits  resulting from high security costs,  low Section 8 contract
rates and high debt service payments.  The Local General Partners are working to
improve  operating  results  through  contract  rent  increases and debt service
relief. The management agent is currently funding operating deficits.



<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Property Discussions (continued)

As previously reported, Snapfinger Creste and Grayton Pointe, located in Georgia
and which  share the same Local  General  Partner,  continue to be affected by a
weak rental market and deferred maintenance issues. The Local General Partner is
obligated to fund deficits and has made advances and deferred  management  fees.
Although  the  initial  foreclosure  deadline  was  extended,   the  Partnership
transferred  its interests in Snapfinger  Creste through a foreclosure on August
5,  1997.  In recent  months,  continuing  negotiations  did not  provide  for a
satisfactory  agreement  between  the  parties.  The  transfer  will  result  in
recapture  for  investors of one third of the tax credit  benefits in 1997,  the
allocation  of taxable  income to the  Partnership  and loss of future  benefits
associated with this property. The Partnership's investment in Snapfinger Creste
has been written off as of March 31, 1997.

Although  negotiations with the lender for Grayton Pointe are still underway, it
is  expected  that the  lender  will  exercise  its option to  foreclose  on the
property  during the third  quarter of 1997.  The  Managing  General  Partner is
negotiating  with the first and  second  mortgagees  to  create as  favorable  a
disposition  as  possible  to reduce  the  taxable  impact on the  Partnership's
partners.  This may result in  recapture  for  investors of one third of the tax
credit benefits in 1997, the allocation of taxable income to the Partnership and
loss of future benefits  associated with this properties.  The carrying value of
this investment for financial reporting purposes is zero.

The mortgage on Shannon  Creste was  successfully  modified in January  1997. An
affiliate of the Managing  General  Partner  assumed the local  general  partner
interest and  management  at the  property.  Currently,  property  management is
finalizing its capital needs  assessment and will initiate an extensive  capital
improvement plan during the summer 1997.



<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)




PART II       OTHER INFORMATION

Items 1-5     Not applicable

Item 6        Exhibits and reports on Form 8-K

                (a)Exhibits - None

                (b)Reports  on Form 8-K - No  reports  on Form  8-K  were  filed
                   during the quarter ended June 30, 1997.





<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. II

                             (A Limited Partnership)


                                    SIGNATURE


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, thereunto duly authorized.


DATED:  August 13, 1997             BOSTON FINANCIAL QUALIFIED HOUSING
                                    TAX CREDITS L.P. II


                                    By:   Arch Street, Inc.,
                                          its Managing General Partner




                                           /s/Vincent J. Costantini
                                           Vincent J. Costantini
                                           Treasurer and Chief Financial Officer



<PAGE>


<TABLE> <S> <C>

<ARTICLE>                5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                                    MAR-31-1998
<PERIOD-END>                                         JUN-30-1997
<CASH>                                               332,382
<SECURITIES>                                         1,243,763
<RECEIVABLES>                                        000
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     000
<PP&E>                                               12,151,137
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       22,722,572<F1>
<CURRENT-LIABILITIES>                                000
<BONDS>                                              000
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           10,897,136
<TOTAL-LIABILITY-AND-EQUITY>                         22,722,572<F2>
<SALES>                                              000
<TOTAL-REVENUES>                                     478,448<F3>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     575,692<F4>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   222,093
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      000
<CHANGES>                                            000
<NET-INCOME>                                         (916,370)<F5>
<EPS-PRIMARY>                                        (15.12)
<EPS-DILUTED>                                        000
<FN>
<F1>Included in Total Assets:  Accounts  receivable of $99,971,  tenant security
deposits of $32,574,  Investments in Local Limited  Partnerships  of $7,865,251,
Mortgagee  escrow  deposits  of  $156,212,   Operating   reserves  of  $312,353,
Replacement reserves of $81,250, Deferred fees, net of $330,891 and Other assets
of  $116,788.  
<F2>Included  in  Total Liabilities  and Equity:  Mortgage   notes  payable   of
$11,261,215, Note payable of $9,800, Accounts Payable to Affiliates of $310,993,
Accounts Payable and accrued expenses of $276,305, Accrued interest  payable  of
$66,993, Security deposits payable of $51,560  and  Minority  interest in  Local
Limited  Partnerships  of ($151,430).  
<F3>Total  Revenue  includes:  Rental of  $444,719,  Investment  of $29,667  and
Other of $4,062.  
<F4>Included in Other Expenses:  Asset  Management fees of $69,901,  General and
Administrative  of  $64,937,  Rental  Operations, exclusive of  depreciation  of
$241,107,  Property  Management  fees of $19,880, Depreciation  of $142,601  and
Amortization  of $37,266.  
<F5>Net loss reflects: Equity  in  losses  of  Local   Limited  Partnerships  of
$598,875  and  minority  interests  in  loss of Local  Limited  Partnerships  of
$1,842.  
</FN>
          

</TABLE>


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