As filed with the Securities and Exchange Commission on June 10,
                           1998
               Registration No. 333-______
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            Form S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                  _____________________________
                                
          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
     (Exact Name of Registrant as Specified in Its Charter)

           Maryland                        52-1394232
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization)                No.)
            
                      7200 Wisconsin Avenue
                           Suite 1100
                    Bethesda, Maryland  20814
                         (301) 654-3100
  
  (Address, including Zip Code, of Principal Executive Offices)
                  _____________________________
                                
          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
                       INCENTIVE BAC PLAN
                    (Full Title of the Plan)
                  _____________________________
                                
                      Marc B. Abrams, Esq.
              Oxford Tax Exempt Fund II Corporation
                7200 Wisconsin Avenue, Suite 1100
                    Bethesda, Maryland  20814
    (Name, Address, Including Zip Code, of Agent For Service)
                         (301) 654-3100
  (Telephone Number, Including Area Code, of Agent For Service)
  
                          Copies to:
                     Robert B. Robbins, Esq.
                    Elisabeth J. Harper, Esq.
                 Shaw Pittman Potts & Trowbridge
                       2300 N Street, N.W.
                     Washington, D.C.  20037
                 Calculation of Registration Fee
<TABLE>
<CAPTION>
--------------------|------------|----------------|---------------|------------|
|  Title of         | Amount of  |Proposed Maximun|  Proposed     |            |
| Securities        |  BACs to   |    Aggregate   |   Maximum     | Amount of  |
|   to be           |     be     | Offering Price |  Aggregate    |Registration|
| Registered        |Registered  |    per Bac     |Offering Price |     Fee    |
--------------------|------------|----------------|---------------|------------|
|<S>                | <C>        |   <C>          |<C>            |  <C>       |
|Beneficial Assignee| 652,125<F1>|   $23.88 <F2>  |$15,572,745<F2>|  $4,593.96 |
|Interests ("BACs") |            |                |               |            |
--------------------|------------|----------------|---------------|------------|


<FN>                                
<F1>  This Registration  Statement shall also cover any additional
      BACs which  become  issuable under the Incentive BAC Plan by
      reason  of any BAC distribution, BAC split, recapitalization
      or other similar transaction effected without the receipt of
      consideration  which results in an increase in the number of
      the Registrant's outstanding BACs.

<F2>  Estimated   solely   for   the   purpose   of  computing the 
      registration fee.  Pursuant to Rule 457(h), the  calculation
      of the  registration  fee  is based on a price of $23.88 per 
      BAC,  which  is  the price  at which options to purchase the
      BACs under the Incentive BAC Plan may be exercised.
</FN>     
</TABLE>
     
                         PART II
       Information Required in the Registration Statement
                                
Item 3.  Incorporation of Documents by Reference.
  
    The following documents are incorporated herein by reference:
    
    (a)   The Annual Report of Oxford Tax Exempt Fund  II Limited
          Partnership  ("OTEF II")  on  Form  10-K for its fiscal
          year ended December 31, 1997, filed pursuant to Section
          13(a) or 15(d) of the Securities  Exchange Act of 1934,
          as amended (the "Exchange Act");
          
    (b)   All  other reports filed by OTEF II pursuant to Section
          13(a) or 15(d) of the Exchange Act since the end of the
          registrant's fiscal year ended December 31, 1997; and
          
    (c)   The  description  of  the  BACs  contained in OTEF II's
          Quarterly  Report on Form 10-Q/A for its fiscal quarter
          ended  March  31, 1997 filed on  June 18, 1997 with the
          Securities and Exchange Commission.
          
     In   addition,  all  documents  subsequently  filed  by  the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange  Act, prior to the filing of a post-effective  amendment
which  indicates that all securities offered have  been  sold  or
which deregisters all securities then remaining unsold, shall  be
deemed  to  be  incorporated by reference  in  this  registration
statement and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.
         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     OTEF   II   Partnership  Agreement.    OTEF   II's   limited
partnership  agreement  (the  "OTEF  II  Partnership  Agreement")
provides  that  the liability of OTEF II's general  partners  and
their officers, directors, shareholders, partners, employees and,
when  performing  an  obligation of OTEF II  or  of  the  general
partners  to OTEF II, agents and affiliates for monetary  damages
with  respect to any act or omission to act or decision  made  by
such  person in good faith on behalf of OTEF II and in  a  manner
reasonably believed by such person to be within the scope of  the
authority  granted  to  the  general  partners  by  the  OTEF  II
Partnership  Agreement  and in the best  interests  of  OTEF  II,
provided that such action or omission to act or decision  is  not
attributable to such person's fraud, bad faith, gross  negligence
or willful misconduct.

     The  OTEF  II  Partnership Agreement provides that  OTEF  II
shall indemnify each of its general partners and their affiliates
and  each  of  their  respect officers, directors,  shareholders,
members,  partners  and employees (each an "Indemnified  Person")
from  any loss, claim, damage, cost, expense or liability as  and
when  incurred by such Indemnified Person or by OTEF II by reason
of   any  action,  omission  to  act  or  decision  made  by  any
Indemnified  Person in connection with the business of  OTEF  II,
provided  that the actions, omissions to act or decisions  giving
rise  to  the  claim for indemnification are not attributable  to
fraud,  bad faith, gross negligence or willful misconduct of  the
Indemnified Person.  The losses, claims, damages, costs, expenses
or   liabilities  indemnified  under  the  OTEF  II   Partnership
Agreement include, without limitation, claims by a BAC Holder and
the  reasonable fees of attorneys (which attorneys' fees  may  be
paid  as  incurred)  and  expenses incurred  in  the  defense  or
settlement  of  any  claims.  The OTEF II  Partnership  Agreement
provides  that  the  fact  that an action,  omission  to  act  or
decision  is taken on the advice of counsel for OTEF II shall  be
evidence  of  good faith, provided that all material  facts  were
disclosed to such counsel.

     Indemnification by the Managing General Partner.  Oxford Tax
Exempt  Fund  II Corporation, OTEF II's managing general  partner
(the  "Managing  General  Partner"), is a  Maryland  corporation,
subject  to  the  applicable provisions of the  Maryland  General
Corporation  Law.   Pursuant to the Maryland General  Corporation
Law  and  the  Articles of Incorporation of the Managing  General
Partner,  the  Managing General Partner is required to  indemnify
every person who is or was a party or is threatened to be made  a
party  to  or  is  involved (as a witness or  otherwise)  in  any
threatened,  pending, or completed action, suite, or  proceeding,
whether  civil,  criminal, administrative, or investigative,  and
whether or not by or in the right of the Managing General Partner
or  otherwise (hereafter a "proceeding"), by reason of  the  fact
that he is or was a director, officer or employee of the Managing
General  Partner,  or is or was serving at  the  request  of  the
Managing  General Partner as a director, officer, or  trustee  or
employee  of  another  corporation, partnership,  joint  venture,
trust, or other enterprise, including service with respect to  an
employee benefit plan, or by reason of any action alleged to have
been taken or not taken by him while acting in any such capacity,
against  expenses  (including attorneys' fees and  expenses  when
incurred) and all liability and loss, including judgments, fines,
ERISA  excise taxes and penalties and amounts paid or to be  paid
in  settlement (whether with or without court approval), actually
and   reasonably  incurred  by  him  in  connection   with   such
threatened,  pending, or completed action, suit,  or  proceeding,
except to the extent prohibited by law as the same exists or  may
in  the  future  be  amended (except in  the  case  of  any  such
amendment  which  has  the  effect of  narrowing  indemnification
rights that the Managing General Partner was permitted to provide
prior to such amendment).  The foregoing right to indemnification
includes the right to be paid by the Managing General Partner the
expenses incurred in connection with the proceeding in advance of
the  final  disposition thereof promptly  after  receipt  by  the
Managing  General  Partner  of  a  request  therefor  stating  in
reasonable detail the expenses incurred, provided, however,  that
to  the  extent required by law, the payment of such expenses  in
advance  of the final disposition of a proceeding shall  be  made
only  upon  receipt  of an undertaking by or on  behalf  of  such
person to repay such amounts if it shall ultimately be determined
that  he is not entitled to be indemnified under the articles  of
incorporation or otherwise.

     No  director,  officer or employee of the  Managing  General
Partner  is  liable  to  the  Managing  General  Partner  or  its
stockholders  for monetary damages, provided, however,  that  the
articles of incorporation do not eliminate or limit the liability
of  a director, officer or employee (i)  to the extent that it is
proven  that the person actually received an improper benefit  or
profit  in  money,  property or services for the  amount  of  the
benefit  or  profit  in  money,  property  or  services  actually
received;  (ii)   to the extent that a judgment  or  other  final
adjudication  adverse to the person is entered  in  a  proceeding
based  on  a finding in the proceeding that the person's actions,
or  failure  to  act,  was the result of  active  and  deliberate
dishonesty and was material to the cause of action adjudicated in
the  proceeding; or (iii)  to the extent that such  liability  is
provided  for by the Maryland General Corporation  Law.   In  the
event  that the Maryland General Corporation Law or any successor
thereto is amended with respect to the permissive limits  of  the
liability  of  directors,  officers and employees,  this  Article
shall  be  deemed to provide the fullest limitation on  liability
permitted under such amended statute.

     The  right  to indemnification, including the right  to  the
advancement   of   expenses,  conferred  in   the   articles   of
incorporation  of the Managing General Partner are not  exclusive
of  any other rights to which a person seeking indemnification or
advancement  of  expenses hereunder may  be  entitled  under  any
bylaw,  agreement, vote of shareholders, directors or  otherwise,
both  as  to action in his official capacity and as to action  in
any  other  capacity  while  holder  that  office.   Subject   to
applicable  law, to the extent that any rights to indemnification
or  advancement of expenses of such person under any such  bylaw,
agreement,  vote  of shareholders, directors  or  otherwise,  are
broader  or  more favorable to such person, the broader  or  more
favorable rights shall control.

     In  the  event that Maryland General Corporation Law or  any
successor  thereto  is  amended with respect  to  the  permissive
limits  of  indemnification of directors, officers or  employees,
the articles of incorporation of the Managing General Partner are
deemed  to  provide the fullest indemnification  permitted  under
such amended statute.

     The  Bylaws  of  the  Managing General Partner  provide  for
indemnification,  to the full extent permitted  by  the  Maryland
General  Corporation  Law,  of any present  or  former  director,
officer,  agent or employee, or any person who may be serving  or
have  served at the request of the Managing General Partner as  a
director,  officer,  agent or employee  of  another  corporation,
partnership, joint venture, trust or other enterprise.

       Indemnification Agreements.  Both OTEF II and the Managing
General Partner have entered into indemnification agreements with
certain directors and officers (the "Directors and Officers")  of
the  Managing General Partner (the "Indemnification Agreements").
The   Indemnification   Agreements  are   intended   to   provide
indemnification to the maximum extent permitted by  law,  subject
to any limitation specified in the specific agreements.

     The  Indemnification Agreements permit indemnification of  a
Director or Officer only when he has acted in good faith and in a
manner such Director or Officer reasonably believed to be in,  or
not  opposed  to, the Managing General Partner's best  interests,
and  with  respect to criminal actions, if he had  no  reasonable
cause  to  believe his conduct was unlawful.  The  terms  of  the
Indemnification Agreements closely parallel the provisions of the
Maryland  General Corporation Law, providing for  indemnification
of directors and officers in action s by third parties against  a
director  or officer as well as in derivative actions brought  in
the  name of the corporation or partnership.  Indemnification for
expenses  (defined to include attorney's fees,  court  costs  and
other  disbursements incurred in connection with  prosecuting  or
defending an action) and settlement payments are allowed in  both
types  of actions, although indemnification for amounts  paid  in
judgments  will be provided only for those judgments rendered  in
third party actions.

     The  Indemnification Agreements require the Managing General
Partner to advance promptly to a Director or Officer the expenses
of  defending  him against litigation upon a written  request  of
such  Director or Officer the expenses of defending  him  against
litigation  upon  a written request of such Director  or  Officer
affirming   in   good  faith  his  standard  of  conduct.    Such
advancement, made on an unsecured basis, is subject to  repayment
to the extent such Director or Officer is ultimately found not to
be entitled to indemnification.  The right to indemnification for
expenses  in derivative actions is qualified to prohibit  (unless
otherwise ordered by a court) indemnification against expenses if
the  Director  or Officer seeking indemnification  is  ultimately
adjudged  liable to the Managing General Partner.   Moreover,  in
either  type  of  action,  the Managing General  Partner  is  not
obligated  under the Indemnification Agreements to indemnify  any
Director or Officer if a court establishes that he did not act in
good  faith  or has breached his duty of loyalty to the  Managing
General Partner or derived an improper personal benefit.

     The  Indemnification Agreements are intended  to  supplement
the   indemnification   provisions  of   the   Maryland   General
Corporation  Law,  the  Managing General  Partner's  Articles  of
Incorporation   and   Bylaws  and  to   provide   indemnification
protection  which  is somewhat broader in order  to  attract  and
retain qualified directors and officers.

     Insurance.   The Managing General Partner carries  insurance
that  purports  to  insure  its directors  and  officers  against
certain  liabilities incurred by them in the discharge  of  their
official functions.

Item 7.  Exemption from Registration Claimed.
         Not applicable.

Item 8.  Exhibits.
   
The following exhibits are filed as part of this Registration
Statement.

4.01  Third  Amended  and  Restated   Agreement   of  Limited
      Partnership of OTEF II (Incorporated by reference  from
      Exhibit 4 of OTEF II's Quarterly Report on Form  10-Q/A
      for the quarter ended March 31, 1997.

5.01  Opinion of Shaw Pittman Potts & Trowbridge with respect
      to the legality of the BACs registered hereunder (Filed
      herewith.)

23.01 Consent of Coopers & Lybrand LLP (Filed herewith.)

23.02 Consent of  Shaw  Pittman  Potts  &  Trowbridge
      (included in its opinion filed as Exhibit 5.01 to this
      Registration Statement.)

24.01 Power of Attorney (Included on the signature page)

Item 9. Undertakings.

Item 512(a). The Registrant hereby undertakes:
     
(1)  To file, during any period in which offers or sales are
being made, a  post-effective amendment  to  this  registration
statement:
          
     (i)  To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events
arising  after  the effective date of the registration  statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in the registration statement;

     (iii) To  include any material  information  with respect to
the plan of  distribution   not   previously   disclosed  in  the  
registration  statement  or   any   material  change    to   such
information in the registration  statement;   provided,  however,
that paragraphs  a(1)(i)  and  a(1)(ii)  do  not   apply  if  the  
registration  statement  is  on  Form S-3 or Form  S-8,  and  the 
information required to be included in a post-effective amendment  
by  those paragraphs is contained in periodic  reports  filed  by
the registrant pursuant to Section 13 or 15(d)  of the Securities  
Exchange  Act  of  1934  that  are  incorporated by reference  in
the registration statement.

     (2)   That,  for  the purpose of determining  any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

     (3)   To  remove  from  registration by  means  of  a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

Item  512(b).   The Registrant undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933,  each
filing  of  the  Registrant's annual report pursuant  to  Section
13(a)  or  15(d) of the Securities Exchange Act of 1934  that  is
incorporated by reference in the registration statement shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

Item  512(h).  Insofar as indemnification for liabilities arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the registrant  pursuant  to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.
                                
                                
                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
Bethesda, Maryland, on June  10, 1998.

                   OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP,
                     a Maryland limited partnership

                   By: Oxford Tax Exempt Fund II Corporation, its
                         managing general partner

                       /s/ FRANCIS P. LAVIN
                       ------------------------------------------
                       Francis P. Lavin, President


                        POWER OF ATTORNEY
                                
     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Francis P. Lavin and Robert B.  Downing,
and  each of them, with full power to act without the other,  his
true and lawful attorneys-in-fact and agents, each with full  and
several power of substitution for him and in his name, place, and
stead,   in  any  and  all  capacities,  to  sign  any  and   all
registration statements relating to beneficial assignee interests
("BACs") representing limited partnership interests in Oxford Tax
Exempt  Fund  II  Limited Partnership (the  "Registrant")  to  be
issued  under  the Oxford Tax Exempt Fund II Limited  Partnership
Incentive  BAC  Plan,  and any amendments,  including  both  pre-
effective and post-effective amendments and supplements  to  such
registration statements, and to file the same, with all  exhibits
thereto  and  other documents in connection therewith,  with  the
Securities  and  Exchange  Commission, granting  unto  each  said
attorney-in-fact  and agent full power and authority  to  do  and
perform  each and every act and thing requisite and necessary  to
be  done  in and about the premises, as fully to all intents  and
purposes  as each said attorney-in-fact and agent might or  could
do  in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or any of them, or any substitute  or
substitutes for any of them, may lawfully do or cause to be  done
by virtue hereof.

     IN  WITNESS  WHEREOF, each of the undersigned  has  executed
this  power  of  attorney  in the capacities  and  on  the  dates
indicated.
                                                      
    Signatures                Title                   Date
                                                      
                      Chairman of the Board       June 10, 1998
/s/ LEO E. ZICKLER    of Directors and Chief
------------------    Executive Officer of
Leo E. Zickler        the Registrant's
                      Managing General Partner
                     
                      Director and President      June 10, 1998
/s/ FRANCIS P.LAVIN   of the Registrant's
-------------------   Managing General Partner
Francis P. Lavin      (Principal Executive Officer)
                          
                      Director and Executive      June 10, 1998
/s/ ROBERT B. DOWNING Vice President the
--------------------- Registrant's Managing
Robert B. Downing     General Partner
                     
                         Senior Vice President    June 10, 1998
/s/ RICHARD R. SINGLETON and Chief
------------------------ Operating Officer of the
Richard R. Singleton     Registrant's Managing
                         General Partner (Principal 
                         Financial and Accounting 
                         Officer)
                     
                        INDEX TO EXHIBITS
     
Exhibit    
Number
 
Description of Exhibit                         Page No.
     
4.01   Third  Amended and  Restated Agreement of Limited       
       Partnership of OTEF II (Incorporated by reference
       from Exhibit 4  of  OTEF II's Quarterly Report on
       Form 10-Q/A for the quarter ended March 31, 1997.
            
5.01   Opinion of Shaw Pittman  Potts & Trowbridge as to      
       the legality of  the  BACs  being  registered  by
       Oxford  Tax  Exempt  Fund  II Limited Partnership
       (filed herewith).
       
23.01  Consent of Coopers & Lybrand LLP, Certified       
       Public Accountants (filed herewith).
       
23.02  Consent  of  Shaw  Pittman  Potts  & Trowbridge            
       (included in its opinion filed as Exhibit  5.01
       to this Registration Statement).
       
24.01  Powers of Attorney (filed herewith and 
       incorporated by reference from the signature
       page).
       
603627     
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                          SHAW PITTMAN
                       POTTS & TROWBRIDGE
        A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                                
                       2300 N Street, N.W.
                   Washington, D.C. 20037-1128
                                
                                                       New York
                                                       Virginia
     
                          June 10, 1998
                                
Oxford Tax Exempt Fund II Limited Partnership
7200 Wisconsin Avenue
Suite 1100
Bethesda, Maryland  20814

     Re:  Oxford Tax Exempt Fund II Limited Partnership
          Registration Statement on Form S-8
          
Ladies and Gentlemen:

     
     We  have  acted  as  counsel to Oxford Tax  Exempt  Fund  II
Limited Partnership, a Maryland limited partnership ("OTEF  II"),
in   connection  with  the  registration  of  652,125  beneficial
assignee interests ("BACs"), pursuant to a Registration Statement
on  Form  S-8 under the Securities Act of 1933 (the "Registration
Statement"), relating to the Oxford Tax Exempt Fund   II  Limited
Partnership Incentive BAC Plan (the "Plan").

     
     Based  upon  our examination of the originals or  copies  of
such  documents, corporate records, certificates of  officers  of
OTEF  II  and  other instruments as we have deemed necessary  and
upon  the laws as presently in effect, we are of the opinion that
the  BACs have been duly authorized for issuance by OTEF II,  and
that  upon  issuance  and delivery in accordance  with  the  Plan
referred  to  in  the Registration Statement, the  BACs  will  be
validly  issued, fully paid and, except as provided in OTEF  II's
Agreement  of  Limited  Partnership, as amended,  and  applicable
state law, nonassessable.

     
     We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.

                            
                            Very truly yours,
                            
    
                            /s/ SHAW, PITTMAN, POTTS & TROWBRIDGE
                            -------------------------------------
                            SHAW, PITTMAN, POTTS & TROWBRIDGE
603589
                                
               CONSENT OF INDEPENDENT ACCOUNTANTS
                             _______
                                
                                
     
     
           We  consent to the incorporation by reference  in  the
Registration  Statement on Form S-8 covering  652,125  Beneficial
Assignee   Interests  of  Oxford  Tax  Exempt  Fund  II   Limited
Partnership  (the "Partnership") offered pursuant to  the  Oxford
Tax  Exempt Fund II Limited Partnership Incentive BAC Plan of our
report  dated February 5, 1998, except for Note 10, as  to  which
the  date  is  February 24, 1998, on our audits of the  financial
statements  of the Partnership as of December 31, 1997  and  1996
and  for each of the three years in the period ended December 31,
1997, which report is included in the Partnership's Annual Report
on Form 10-K for the year ended December 31, 1997.
     
     
                                     /s/ COOPERS & LYBRAND L.L.P
                                     ---------------------------   
                                     COOPERS & LYBRAND L.L.P.
     
     
     Washington, D.C.
     June 10, 1998
     
     
     
     
     
     
     
     
603627
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As filed with the Securities and Exchange Commission on June 10,
                           1998
               Registration No. 333-______
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            Form S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                  _____________________________
                                
          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
     (Exact Name of Registrant as Specified in Its Charter)

           Maryland                        52-1394232
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization)                No.)
            
                      7200 Wisconsin Avenue
                           Suite 1100
                    Bethesda, Maryland  20814
                         (301) 654-3100
  
  (Address, including Zip Code, of Principal Executive Offices)
                  _____________________________
                                
          OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
                       INCENTIVE BAC PLAN
                    (Full Title of the Plan)
                  _____________________________
                                
                      Marc B. Abrams, Esq.
              Oxford Tax Exempt Fund II Corporation
                7200 Wisconsin Avenue, Suite 1100
                    Bethesda, Maryland  20814
    (Name, Address, Including Zip Code, of Agent For Service)
                         (301) 654-3100
  (Telephone Number, Including Area Code, of Agent For Service)
  
                          Copies to:
                     Robert B. Robbins, Esq.
                    Elisabeth J. Harper, Esq.
                 Shaw Pittman Potts & Trowbridge
                       2300 N Street, N.W.
                     Washington, D.C.  20037
                 Calculation of Registration Fee
--------------------|------------|----------------|---------------|------------|
|  Title of         | Amount of  |Proposed Maximun|  Proposed     |            |
| Securities        |  BACs to   |    Aggregate   |   Maximum     | Amount of  |
|   to be           |     be     | Offering Price |  Aggregate    |Registration|
| Registered        |Registered  |    per Bac     |Offering Price |     Fee    |
--------------------|------------|----------------|---------------|------------|
|
|
|
|
|
|
|Beneficial Assignee| 652,125
|   $23.88
|$15,572,745
|  $4,593.96 |
|Interests ("BACs") |            |                |               |            |
--------------------|------------|----------------|---------------|------------|
This Registration  Statement shall also cover any additional
      BACs which  become  issuable under the Incentive BAC Plan by
      reason  of any BAC distribution, BAC split, recapitalization
      or other similar transaction effected without the receipt of
      consideration  which results in an increase in the number of
      the Registrant's outstanding BACs.
Estimated   solely   for   the   purpose   of  computing the 
      registration fee.  Pursuant to Rule 457(h), the  calculation
      of the  registration  fee  is based on a price of $23.88 per 
      BAC,  which  is  the price  at which options to purchase the
      BACs under the Incentive BAC Plan may be exercised.
PART II
       Information Required in the Registration Statement
                                
Item 3.  Incorporation of Documents by Reference.
  
    The following documents are incorporated herein by reference:
    
    (a)   The Annual Report of Oxford Tax Exempt Fund  II Limited
          Partnership  ("OTEF II")  on  Form  10-K for its fiscal
          year ended December 31, 1997, filed pursuant to Section
          13(a) or 15(d) of the Securities  Exchange Act of 1934,
          as amended (the "Exchange Act");
          
    (b)   All  other reports filed by OTEF II pursuant to Section
          13(a) or 15(d) of the Exchange Act since the end of the
          registrant's fiscal year ended December 31, 1997; and
          
    (c)   The  description  of  the  BACs  contained in OTEF II's
          Quarterly  Report on Form 10-Q/A for its fiscal quarter
          ended  March  31, 1997 filed on  June 18, 1997 with the
          Securities and Exchange Commission.
          
     In   addition,  all  documents  subsequently  filed  by  the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange  Act, prior to the filing of a post-effective  amendment
which  indicates that all securities offered have  been  sold  or
which deregisters all securities then remaining unsold, shall  be
deemed  to  be  incorporated by reference  in  this  registration
statement and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.
         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     OTEF   II   Partnership  Agreement.    OTEF   II's   limited
partnership  agreement  (the  "OTEF  II  Partnership  Agreement")
provides  that  the liability of OTEF II's general  partners  and
their officers, directors, shareholders, partners, employees and,
when  performing  an  obligation of OTEF II  or  of  the  general
partners  to OTEF II, agents and affiliates for monetary  damages
with  respect to any act or omission to act or decision  made  by
such  person in good faith on behalf of OTEF II and in  a  manner
reasonably believed by such person to be within the scope of  the
authority  granted  to  the  general  partners  by  the  OTEF  II
Partnership  Agreement  and in the best  interests  of  OTEF  II,
provided that such action or omission to act or decision  is  not
attributable to such person's fraud, bad faith, gross  negligence
or willful misconduct.

     The  OTEF  II  Partnership Agreement provides that  OTEF  II
shall indemnify each of its general partners and their affiliates
and  each  of  their  respect officers, directors,  shareholders,
members,  partners  and employees (each an "Indemnified  Person")
from  any loss, claim, damage, cost, expense or liability as  and
when  incurred by such Indemnified Person or by OTEF II by reason
of   any  action,  omission  to  act  or  decision  made  by  any
Indemnified  Person in connection with the business of  OTEF  II,
provided  that the actions, omissions to act or decisions  giving
rise  to  the  claim for indemnification are not attributable  to
fraud,  bad faith, gross negligence or willful misconduct of  the
Indemnified Person.  The losses, claims, damages, costs, expenses
or   liabilities  indemnified  under  the  OTEF  II   Partnership
Agreement include, without limitation, claims by a BAC Holder and
the  reasonable fees of attorneys (which attorneys' fees  may  be
paid  as  incurred)  and  expenses incurred  in  the  defense  or
settlement  of  any  claims.  The OTEF II  Partnership  Agreement
provides  that  the  fact  that an action,  omission  to  act  or
decision  is taken on the advice of counsel for OTEF II shall  be
evidence  of  good faith, provided that all material  facts  were
disclosed to such counsel.

     Indemnification by the Managing General Partner.  Oxford Tax
Exempt  Fund  II Corporation, OTEF II's managing general  partner
(the  "Managing  General  Partner"), is a  Maryland  corporation,
subject  to  the  applicable provisions of the  Maryland  General
Corporation  Law.   Pursuant to the Maryland General  Corporation
Law  and  the  Articles of Incorporation of the Managing  General
Partner,  the  Managing General Partner is required to  indemnify
every person who is or was a party or is threatened to be made  a
party  to  or  is  involved (as a witness or  otherwise)  in  any
threatened,  pending, or completed action, suite, or  proceeding,
whether  civil,  criminal, administrative, or investigative,  and
whether or not by or in the right of the Managing General Partner
or  otherwise (hereafter a "proceeding"), by reason of  the  fact
that he is or was a director, officer or employee of the Managing
General  Partner,  or is or was serving at  the  request  of  the
Managing  General Partner as a director, officer, or  trustee  or
employee  of  another  corporation, partnership,  joint  venture,
trust, or other enterprise, including service with respect to  an
employee benefit plan, or by reason of any action alleged to have
been taken or not taken by him while acting in any such capacity,
against  expenses  (including attorneys' fees and  expenses  when
incurred) and all liability and loss, including judgments, fines,
ERISA  excise taxes and penalties and amounts paid or to be  paid
in  settlement (whether with or without court approval), actually
and   reasonably  incurred  by  him  in  connection   with   such
threatened,  pending, or completed action, suit,  or  proceeding,
except to the extent prohibited by law as the same exists or  may
in  the  future  be  amended (except in  the  case  of  any  such
amendment  which  has  the  effect of  narrowing  indemnification
rights that the Managing General Partner was permitted to provide
prior to such amendment).  The foregoing right to indemnification
includes the right to be paid by the Managing General Partner the
expenses incurred in connection with the proceeding in advance of
the  final  disposition thereof promptly  after  receipt  by  the
Managing  General  Partner  of  a  request  therefor  stating  in
reasonable detail the expenses incurred, provided, however,  that
to  the  extent required by law, the payment of such expenses  in
advance  of the final disposition of a proceeding shall  be  made
only  upon  receipt  of an undertaking by or on  behalf  of  such
person to repay such amounts if it shall ultimately be determined
that  he is not entitled to be indemnified under the articles  of
incorporation or otherwise.

     No  director,  officer or employee of the  Managing  General
Partner  is  liable  to  the  Managing  General  Partner  or  its
stockholders  for monetary damages, provided, however,  that  the
articles of incorporation do not eliminate or limit the liability
of  a director, officer or employee (i)  to the extent that it is
proven  that the person actually received an improper benefit  or
profit  in  money,  property or services for the  amount  of  the
benefit  or  profit  in  money,  property  or  services  actually
received;  (ii)   to the extent that a judgment  or  other  final
adjudication  adverse to the person is entered  in  a  proceeding
based  on  a finding in the proceeding that the person's actions,
or  failure  to  act,  was the result of  active  and  deliberate
dishonesty and was material to the cause of action adjudicated in
the  proceeding; or (iii)  to the extent that such  liability  is
provided  for by the Maryland General Corporation  Law.   In  the
event  that the Maryland General Corporation Law or any successor
thereto is amended with respect to the permissive limits  of  the
liability  of  directors,  officers and employees,  this  Article
shall  be  deemed to provide the fullest limitation on  liability
permitted under such amended statute.

     The  right  to indemnification, including the right  to  the
advancement   of   expenses,  conferred  in   the   articles   of
incorporation  of the Managing General Partner are not  exclusive
of  any other rights to which a person seeking indemnification or
advancement  of  expenses hereunder may  be  entitled  under  any
bylaw,  agreement, vote of shareholders, directors or  otherwise,
both  as  to action in his official capacity and as to action  in
any  other  capacity  while  holder  that  office.   Subject   to
applicable  law, to the extent that any rights to indemnification
or  advancement of expenses of such person under any such  bylaw,
agreement,  vote  of shareholders, directors  or  otherwise,  are
broader  or  more favorable to such person, the broader  or  more
favorable rights shall control.

     In  the  event that Maryland General Corporation Law or  any
successor  thereto  is  amended with respect  to  the  permissive
limits  of  indemnification of directors, officers or  employees,
the articles of incorporation of the Managing General Partner are
deemed  to  provide the fullest indemnification  permitted  under
such amended statute.

     The  Bylaws  of  the  Managing General Partner  provide  for
indemnification,  to the full extent permitted  by  the  Maryland
General  Corporation  Law,  of any present  or  former  director,
officer,  agent or employee, or any person who may be serving  or
have  served at the request of the Managing General Partner as  a
director,  officer,  agent or employee  of  another  corporation,
partnership, joint venture, trust or other enterprise.

       Indemnification Agreements.  Both OTEF II and the Managing
General Partner have entered into indemnification agreements with
certain directors and officers (the "Directors and Officers")  of
the  Managing General Partner (the "Indemnification Agreements").
The   Indemnification   Agreements  are   intended   to   provide
indemnification to the maximum extent permitted by  law,  subject
to any limitation specified in the specific agreements.

     The  Indemnification Agreements permit indemnification of  a
Director or Officer only when he has acted in good faith and in a
manner such Director or Officer reasonably believed to be in,  or
not  opposed  to, the Managing General Partner's best  interests,
and  with  respect to criminal actions, if he had  no  reasonable
cause  to  believe his conduct was unlawful.  The  terms  of  the
Indemnification Agreements closely parallel the provisions of the
Maryland  General Corporation Law, providing for  indemnification
of directors and officers in action s by third parties against  a
director  or officer as well as in derivative actions brought  in
the  name of the corporation or partnership.  Indemnification for
expenses  (defined to include attorney's fees,  court  costs  and
other  disbursements incurred in connection with  prosecuting  or
defending an action) and settlement payments are allowed in  both
types  of actions, although indemnification for amounts  paid  in
judgments  will be provided only for those judgments rendered  in
third party actions.

     The  Indemnification Agreements require the Managing General
Partner to advance promptly to a Director or Officer the expenses
of  defending  him against litigation upon a written  request  of
such  Director or Officer the expenses of defending  him  against
litigation  upon  a written request of such Director  or  Officer
affirming   in   good  faith  his  standard  of  conduct.    Such
advancement, made on an unsecured basis, is subject to  repayment
to the extent such Director or Officer is ultimately found not to
be entitled to indemnification.  The right to indemnification for
expenses  in derivative actions is qualified to prohibit  (unless
otherwise ordered by a court) indemnification against expenses if
the  Director  or Officer seeking indemnification  is  ultimately
adjudged  liable to the Managing General Partner.   Moreover,  in
either  type  of  action,  the Managing General  Partner  is  not
obligated  under the Indemnification Agreements to indemnify  any
Director or Officer if a court establishes that he did not act in
good  faith  or has breached his duty of loyalty to the  Managing
General Partner or derived an improper personal benefit.

     The  Indemnification Agreements are intended  to  supplement
the   indemnification   provisions  of   the   Maryland   General
Corporation  Law,  the  Managing General  Partner's  Articles  of
Incorporation   and   Bylaws  and  to   provide   indemnification
protection  which  is somewhat broader in order  to  attract  and
retain qualified directors and officers.

     Insurance.   The Managing General Partner carries  insurance
that  purports  to  insure  its directors  and  officers  against
certain  liabilities incurred by them in the discharge  of  their
official functions.

Item 7.  Exemption from Registration Claimed.
         Not applicable.

Item 8.  Exhibits.
   
The following exhibits are filed as part of this Registration
Statement.

4.01  Third  Amended  and  Restated   Agreement   of  Limited
      Partnership of OTEF II (Incorporated by reference  from
      Exhibit 4 of OTEF II's Quarterly Report on Form  10-Q/A
      for the quarter ended March 31, 1997.

5.01  Opinion of Shaw Pittman Potts & Trowbridge with respect
      to the legality of the BACs registered hereunder (Filed
      herewith.)

23.01 Consent of Coopers & Lybrand LLP (Filed herewith.)

23.02 Consent of  Shaw  Pittman  Potts  &  Trowbridge
      (included in its opinion filed as Exhibit 5.01 to this
      Registration Statement.)

24.01 Power of Attorney (Included on the signature page)

Item 9. Undertakings.

Item 512(a). The Registrant hereby undertakes:
     
(1)  To file, during any period in which offers or sales are
being made, a  post-effective amendment  to  this  registration
statement:
          
     (i)  To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events
arising  after  the effective date of the registration  statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in the registration statement;

     (iii) To  include any material  information  with respect to
the plan of  distribution   not   previously   disclosed  in  the  
registration  statement  or   any   material  change    to   such
information in the registration  statement;   provided,  however,
that paragraphs  a(1)(i)  and  a(1)(ii)  do  not   apply  if  the  
registration  statement  is  on  Form S-3 or Form  S-8,  and  the 
information required to be included in a post-effective amendment  
by  those paragraphs is contained in periodic  reports  filed  by
the registrant pursuant to Section 13 or 15(d)  of the Securities  
Exchange  Act  of  1934  that  are  incorporated by reference  in
the registration statement.

     (2)   That,  for  the purpose of determining  any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

     (3)   To  remove  from  registration by  means  of  a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

Item  512(b).   The Registrant undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933,  each
filing  of  the  Registrant's annual report pursuant  to  Section
13(a)  or  15(d) of the Securities Exchange Act of 1934  that  is
incorporated by reference in the registration statement shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

Item  512(h).  Insofar as indemnification for liabilities arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the registrant  pursuant  to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.
                                
                                
                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
Bethesda, Maryland, on June  10, 1998.

                   OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP,
                     a Maryland limited partnership

                   By: Oxford Tax Exempt Fund II Corporation, its
                         managing general partner

                       /s/ FRANCIS P. LAVIN
                       ------------------------------------------
                       Francis P. Lavin, President

                        POWER OF ATTORNEY
                                
     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Francis P. Lavin and Robert B.  Downing,
and  each of them, with full power to act without the other,  his
true and lawful attorneys-in-fact and agents, each with full  and
several power of substitution for him and in his name, place, and
stead,   in  any  and  all  capacities,  to  sign  any  and   all
registration statements relating to beneficial assignee interests
("BACs") representing limited partnership interests in Oxford Tax
Exempt  Fund  II  Limited Partnership (the  "Registrant")  to  be
issued  under  the Oxford Tax Exempt Fund II Limited  Partnership
Incentive  BAC  Plan,  and any amendments,  including  both  pre-
effective and post-effective amendments and supplements  to  such
registration statements, and to file the same, with all  exhibits
thereto  and  other documents in connection therewith,  with  the
Securities  and  Exchange  Commission, granting  unto  each  said
attorney-in-fact  and agent full power and authority  to  do  and
perform  each and every act and thing requisite and necessary  to
be  done  in and about the premises, as fully to all intents  and
purposes  as each said attorney-in-fact and agent might or  could
do  in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or any of them, or any substitute  or
substitutes for any of them, may lawfully do or cause to be  done
by virtue hereof.

     IN  WITNESS  WHEREOF, each of the undersigned  has  executed
this  power  of  attorney  in the capacities  and  on  the  dates
indicated.
                                                      
    Signatures                Title                   Date
                                                      
                      Chairman of the Board       June 10, 1998
/s/ LEO E. ZICKLER    of Directors and Chief
------------------    Executive Officer of
Leo E. Zickler        the Registrant's
                      Managing General Partner
                     
                      Director and President      June 10, 1998
/s/ FRANCIS P.LAVIN   of the Registrant's
-------------------   Managing General Partner
Francis P. Lavin      (Principal Executive Officer)
                          
                      Director and Executive      June 10, 1998
/s/ ROBERT B. DOWNING Vice President the
--------------------- Registrant's Managing
Robert B. Downing     General Partner
                     
                         Senior Vice President    June 10, 1998
/s/ RICHARD R. SINGLETON and Chief
------------------------ Operating Officer of the
Richard R. Singleton     Registrant's Managing
                         General Partner (Principal 
                         Financial and Accounting 
                         Officer)
                     
                        INDEX TO EXHIBITS
     
Exhibit    
Number
 
Description of Exhibit                         Page No.
     
4.01   Third  Amended and  Restated Agreement of Limited       
       Partnership of OTEF II (Incorporated by reference
       from Exhibit 4  of  OTEF II's Quarterly Report on
       Form 10-Q/A for the quarter ended March 31, 1997.
            
5.01   Opinion of Shaw Pittman  Potts & Trowbridge as to      
       the legality of  the  BACs  being  registered  by
       Oxford  Tax  Exempt  Fund  II Limited Partnership
       (filed herewith).
       
23.01  Consent of Coopers & Lybrand LLP, Certified       
       Public Accountants (filed herewith).
       
23.02  Consent  of  Shaw  Pittman  Potts  & Trowbridge            
       (included in its opinion filed as Exhibit  5.01
       to this Registration Statement).
       
24.01  Powers of Attorney (filed herewith and 
       incorporated by reference from the signature
       page).
       
603627     
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                          SHAW PITTMAN
                       POTTS & TROWBRIDGE
        A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                                
                       2300 N Street, N.W.
                   Washington, D.C. 20037-1128
                                
                                                       New York
                                                       Virginia
     
                          June 10, 1998
                                
Oxford Tax Exempt Fund II Limited Partnership
7200 Wisconsin Avenue
Suite 1100
Bethesda, Maryland  20814

     Re:  Oxford Tax Exempt Fund II Limited Partnership
          Registration Statement on Form S-8
          
Ladies and Gentlemen:

     
     We  have  acted  as  counsel to Oxford Tax  Exempt  Fund  II
Limited Partnership, a Maryland limited partnership ("OTEF  II"),
in   connection  with  the  registration  of  652,125  beneficial
assignee interests ("BACs"), pursuant to a Registration Statement
on  Form  S-8 under the Securities Act of 1933 (the "Registration
Statement"), relating to the Oxford Tax Exempt Fund   II  Limited
Partnership Incentive BAC Plan (the "Plan").

     
     Based  upon  our examination of the originals or  copies  of
such  documents, corporate records, certificates of  officers  of
OTEF  II  and  other instruments as we have deemed necessary  and
upon  the laws as presently in effect, we are of the opinion that
the  BACs have been duly authorized for issuance by OTEF II,  and
that  upon  issuance  and delivery in accordance  with  the  Plan
referred  to  in  the Registration Statement, the  BACs  will  be
validly  issued, fully paid and, except as provided in OTEF  II's
Agreement  of  Limited  Partnership, as amended,  and  applicable
state law, nonassessable.

     
     We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.

                            
                            Very truly yours,
                            
    
                            /s/ SHAW, PITTMAN, POTTS & TROWBRIDGE
                            -------------------------------------
                            SHAW, PITTMAN, POTTS & TROWBRIDGE
603589
                                
               CONSENT OF INDEPENDENT ACCOUNTANTS
                             _______
                                
                                
     
     
           We  consent to the incorporation by reference  in  the
Registration  Statement on Form S-8 covering  652,125  Beneficial
Assignee   Interests  of  Oxford  Tax  Exempt  Fund  II   Limited
Partnership  (the "Partnership") offered pursuant to  the  Oxford
Tax  Exempt Fund II Limited Partnership Incentive BAC Plan of our
report  dated February 5, 1998, except for Note 10, as  to  which
the  date  is  February 24, 1998, on our audits of the  financial
statements  of the Partnership as of December 31, 1997  and  1996
and  for each of the three years in the period ended December 31,
1997, which report is included in the Partnership's Annual Report
on Form 10-K for the year ended December 31, 1997.
     
     
                                     /s/ COOPERS & LYBRAND L.L.P
                                     ---------------------------   
                                     COOPERS & LYBRAND L.L.P.
     
     
     Washington, D.C.
     June 10, 1998
     
     
     
     
     
     
     
     
603627