SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
FORM 12b-25
Notification of Late Filing
Commission File Number 0-19443
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(Check one): ( ) Form 10-K ( ) Form 11-K ( ) Form 20-F
(X) Form 10-Q ( ) Form N-SAR
For Period Ended: December 31, 1996
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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:
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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.
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PART I
Registrant Information
Full name of registrant
Boston Capital Tax Credit Fund II Limited Partnership
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Former name if applicable
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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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<PAGE>
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-K, 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.
<PAGE>
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.
Boston Capital Tax Credit 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 thereunto duly authorized.
Date: February 12, 1997 By:
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John P. Manning, a partner or
Boston Capital Associates, the
general partner of Boston
Capital Associates II Limited
Partnership, the general
partner of Boston Capital
Tax Credit Fund II Limited
Partnership.
