UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~December~~June 3130, ~~2009~~2010

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

For the transition period from _______ to _______

Commission file number 033-14852-01

AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

Massachusetts	04-2992309
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

One Boston Place, Suite 2100, Boston, Massachusetts 02108

(Address of principal executive offices) (Zip Code)

(617) 624-8900

(Registrant's telephone number, including area code)

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

No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes 

No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer 	Accelerated filer 
Non-accelerated filer 	Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes 

AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED ~~DECEMBER~~JUNE 3130, ~~2009~~2010

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
			Pages
	Item 1. Financial Statements
		Balance Sheets	3
		Statements of Operations	4-5
		Statements of Changes in Partners' Deficit	65
		Statements of Cash Flows	76
		Notes to Financial Statements	~~8-11~~7
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		1211-1917
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		2018
	Item 4T. Controls and Procedures		2018
PART II - OTHER INFORMATION
	Item 1. Legal Proceedings		2119
	Item 1A. Risk Factors		2119
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2119
	Item 3. Defaults Upon Senior Securities		2119
	Item 4. Submission of Matters to a Vote of Security Holders		21
	Item 4. (Removed and Reserved)		19
	Item 5. Other Information		2119
	Item 6. Exhibits		2119
	Signatures		2220

American Affordable Housing II Limited Partnership

BALANCE SHEETS

		December 31, 2009 (Unaudited)	March 31, 2009 (Audited)
		June 30, 2010 (Unaudited)	March 31, 2010 (Audited)
ASSETS
Cash and cash equivalents		$ ~~155~~146,~~481~~071	$ 19189,~~850~~859
Other Assets		448,319	-
		$ 146,071	$ 189,859
		$ 603,800	$ 19,850
LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES
Accounts payable		$ 722,500	$ -22,500
Accounts payable affiliates		6,~~878~~405,~~877~~442	6,~~822~~442,~~441~~351
		6,886,377	6,822,441
		6,427,942	6,464,851
PARTNERS' DEFICIT
Limited Partners
	Units of limited partnership interest, $1,000 stated value per unit; issued and outstanding, 26,501 units (Note A)	(5,997,~~730~~031)	(65,~~512~~990,~~544~~221)
General Partner		(284,~~847~~840)	(~~290~~284,~~047~~771)
		(6,282,577)	(6,802,591)
		(6,281,871)	(6,274,992)
		$ 603,800	$ 19,850
		$ 146,071	$ 189,859

The accompanying notes are an integral part of this statement

American Affordable Housing II Limited Partnership STATEMENTS OF OPERATIONS Three Months Ended ~~December~~June 3130, (Unaudited)

		2009	2008
		2010	2009
Income
	Interest income	$ 40117	$ 5362
	Other income	-374	-1,734
		40	53
		491	1,796
Share of income from Operating Partnerships (Note D)		~~469,167~~857	1124,~~167~~517
Expenses
	Professional fees	~~4,733~~310	3,~~653~~769
	General and administrative expenses	32,~~103~~715	123,~~100~~504
	Asset management fees (Note C)	~~(62~~5,~~155)~~202	22(7,~~057~~185)
		(54,319)	37,810
		8,227	88
NET INCOME (LOSS)		$ ~~523~~(6,~~526~~879)	$ (26,~~590)~~225
Net income (loss) allocated to general partner		$ ~~5,235~~(69)	$ ~~(266)~~262
Net income (loss) allocated limited partners		$ 518,291	$ (26,324)
Net income (loss) allocated to limited partners		$ (6,810)	$ 25,963
Net income (loss) per unit of limited partnership interest		$ 19(0.5626)	$ (01.~~99)~~0

The accompanying notes are an integral part of this statement

American Affordable Housing II Limited Partnership STATEMENTS OF ~~OPERATIONS~~CHANGES IN PARTNERS' DEFICIT ~~Nine~~Three Months Ended ~~December~~June 3130, (Unaudited)

		2009	2008
	Limited Partners	General Partner	Total
Income
Partners' deficit April 1, 2010	$ (5,990,221)	$(284,771)	$(6,274,992)
	Interest income	$ 172	$ 410
Net loss	(6,810)	(69)	(6,879)
	Other income	1,734	1,734
Partners' deficit June 30, 2010	$(5,997,031)	$(284,840)	$(6,281,871)
		1,906	2,144
Share of income from Operating Partnerships (Note D)		503,684	21,167
Expenses
	Professional fees	25,677	27,702
	General and administrative expenses	13,495	23,992
	Asset management fees (Note C)	(53,596)	66,237
		(14,424)	117,931
NET INCOME (LOSS)		$ 520,014	$ (94,620)
Net income (loss) allocated to general partner		$ 5,200	$ (946)
Net income (loss) allocated limited partners		$ 514,814	$ (93,674)
Net income (loss) per unit of limited partnership interest		$ 19.43	$ (3.53)

The accompanying notes are an integral part of this statement

American Affordable Housing II Limited Partnership STATEMENTS OF ~~CHANGES~~CASH ~~IN PARTNERS' DEFICIT~~FLOWS ~~Nine~~Three Months Ended ~~December~~June 3130, (Unaudited)

	Limited Partners	General Partner	Total
			2010	2009
Partners' deficit April 1, 2009	$ (6,512,544)	$(290,047)	$(6,802,591)
Cash flows from operating activities:
Net income	514,814	5,200	520,014
	Net income (loss)		$ (6,879)	$ 26,225
Partners' deficit December 31, 2009	$(5,997,730)	$(284,847)	$(6,282,577)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Share of (income) from Operating Partnerships	(857)	(24,517)
		Changes in assets and liabilities:
		Increase (decrease) in accounts payable and accrued expenses	-	25,000
		Increase (decrease) in accounts payable affiliates	(36,909)	19,769
		Net cash provided by (used in) operating activities	(44,645)	46,477
	Cash flows from investing activities:
		Proceeds from the disposition of Operating Partnerships	857	24,517
		Net cash provided by (used in) investing activities	857	24,517
		INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(43,788)	70,994
Cash and cash equivalents, beginning			189,859	19,850
Cash and cash equivalents, ending			$ 146,071	$ 90,844

The accompanying notes are an integral part of this statement

American Affordable Housing II Limited Partnership STATEMENTS OF CASH FLOWS Nine Months Ended December 31, (Unaudited)

			2009	2008
Cash flows from operating activities:
	Net income (loss)		$ 520,014	$ (94,620)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Share of (income) from Operating Partnerships	(503,684)	(21,167)
		Changes in assets and liabilities:
		Increase (decrease) in accounts payable and accrued expenses	7,500	4,619
		Increase (decrease) in other assets	(900)	-
		Increase (decrease) in accounts payable affiliates	56,436	69,097
		Net cash provided by (used in) operating activities	79,366	(42,071)
	Cash flows from investing activities:
		Proceeds from the sale of Operating Partnerships	56,265	21,167
		Net cash provided by (used in) investing activities	56,265	21,167
		INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	135,631	(20,904)
Cash and cash equivalents, beginning			19,850	51,354
Cash and cash equivalents, ending			$ 155,481	$ 30,450

The accompanying notes are an integral part of this statement

American Affordable Housing II Limited Partnership

NOTES TO FINANCIAL STATEMENTS ~~December~~June 3130, ~~2009~~2010 (Unaudited)

NOTE A - ORGANIZATION

American Affordable Housing II Limited Partnership ("Partnership") was formed under the laws of The Commonwealth of Massachusetts on May 13, 1987, for the purpose of acquiring, holding, and disposing of limited
partnership interests in operating partnerships which were to acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated low-income apartment complexes. Effective as of June 1, 2001 there was a restructuring, and as a result, the Partnership's general partner was reorganized as follows. The general partner of the Partnership continues to be Boston Capital Associates Limited Partnership, a Massachusetts limited partnership. The general partner of the Partnership's general partner is BCA Associates Limited Partnership, a Massachusetts limited partnership, whose sole general partner is C&M Management, Inc., a Massachusetts corporation and whose limited partners are Herbert F. Collins and John P. Manning. Mr. Manning is the principal of Boston Capital Partners, Inc.

Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective September 21, 1987, which covered the offering (the "Public Offering") of the Partnership's units of limited partner interest ~~(the "Units")~~, as well as the units of limited partner interest offered by American Affordable Housing I, III, IV, and V Limited Partnerships (together with the Partnership, the "Partnerships"). The Partnerships registered 50,000 units of limited partner interest at $1,000 each unit for sale to the public. The Partnership sold 26,501 units of limited partner interest, representing $26,501,000 of capital contributions.

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of ~~December~~June 3130, ~~2009~~2010 and for the ~~nine~~three months then ended have been prepared by the Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Registrant's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements are read in conjunction with the financial statements and the notes thereto included in the Registrant's Annual Report Statement on Form 10-K.

The accompanying financial statements reflect the Partnership's results of operations for an interim period and are not necessarily indicative of the results of operations for the fiscal year ending March 31, ~~2010~~2011.

American Affordable Housing II Limited Partnership

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~December~~June 3130, ~~2009~~2010

(Unaudited)

NOTE C - RELATED PARTY TRANSACTIONS

An annual partnership management fee based on 0.5 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships has been accrued as payable to Boston Capital Asset Management Limited Partnership. ~~There~~Partnership ~~were no partnership~~ management fees paid for the ~~nine~~three months ended ~~December~~June 3130, 2010 and 2009 were $50,000 and ~~2008~~$0. The annual partnership management fee accrued for the quarters ended ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009, was $1511,~~745~~994 and $2218,~~057~~503, respectively. Total partnership management fees accrued as of ~~December~~June 3130, ~~2009~~2010 are $6,~~559~~083,~~783~~801.

During the quarters ended ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009, affiliates of the Partnership's general partner did not advance any money to the Partnership to pay operating expenses of the Partnership, or make advances and/or loans to Operating Partnerships. Total advances for these costs at ~~December~~June 3130, ~~2009~~2010 were $261,667. These and any additional advances will be repaid, without interest, from available cash flow or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships.

The Partnership also accrued various affiliate administrative expenses including travel, printing, salaries, postage, and overhead allocations. Total accruals at ~~December~~June 3130, ~~2009~~2010 were $5759,~~427~~974.

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009, the Partnership had limited partnership equity interests in 117 and 13 Operating Partnerships, each of which owned an apartment complex.

Under the terms of the Partnership's investment in each Operating Partnership, the Partnership was required to make capital contributions to the Operating Partnerships. These contributions were payable in installments upon each Operating Partnership achieving specified levels of construction and/or operations. At ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009, all such capital contributions had been paid to the Operating Partnerships.

The Partnership's fiscal year ends March 31st of each year, while all the Operating Partnerships' fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership Agreement, financial results for each of the Operating Partnerships are provided to the Partnership within 45 days after the close of each Operating Partnership's quarterly period. Accordingly, the current financial results available for the Operating Partnerships are for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010.

American Affordable Housing II Limited Partnership

NOTES TO FINANCIAL STATEMENTS

~~December~~June 3130, ~~2009~~2010 (Unaudited)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

The unaudited combined statements of operations of the Operating

Partnerships for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 and ~~2008~~2009 are as follows:

	2009	2008
	2010	2009
Revenues
Rental income	$ 1342,~~501,306~~569	$ ~~614~~546,~~577~~155
Interest and other	~~101~~13,~~762~~097	1622,~~260~~725
	1,603,068	630,837
	355,666	568,880
Expenses
Interest expense	~~195~~46,~~258~~449	9977,~~543~~219
Depreciation and amortization	~~402~~82,~~106~~416	~~157~~167,~~304~~594
Operating expenses	1277,~~170,778~~638	~~441~~452,~~237~~557
	1,768,142	698,084
	406,503	697,370
NET LOSS	$ (~~165~~50,~~074~~837)	$ (67128,~~247~~490)
Net loss allocation to American Affordable Housing II Limited Partnership*	$ (~~163~~50,~~423~~329)	$ (66127,~~575~~205)
Net loss allocated to other partners	$ (~~1,651~~508)	$ (~~672~~1,285)

*Amounts include $~~163~~50,~~423~~329 and $66127,~~575~~205 for ~~2009~~2010 and ~~2008~~2009, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting. Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued. However, the Partnership recognizes individual operating losses only to the extent of capital contributions. Excess losses are suspended for use in future years to
offset excess income.

American Affordable Housing II Limited Partnership

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~December~~June 3130, ~~2009~~2010

(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

At June 30, 2010 and 2009, the Partnership has limited partnership equity interests in 7 and 13 Operating Partnerships, respectively, which own apartment complexes. During the quarters ended June 30, 2010 and 2009, none of the Operating Partnerships were sold. For the quarter ended June 30, 2010, the Partnership transferred 1% of its interest in 3 Operating Partnerships. The transfers resulted in cash proceeds to the Partnership of $857 and a gain on the disposal of the asset of $857. For the quarter ended June 30, 2009, the Partnership transferred 99% of its interest in 3 Operating Partnerships. The transfers resulted in cash proceeds to the Partnership of $24,517 and a gain on the disposal of the asset of $24,517.

NOTE E - TAXABLE LOSS

The Partnership's taxable loss for the calendar year ended December 31, ~~2009~~2010 is expected to differ from its loss for financial reporting purposes. This is primarily due to accounting differences in depreciation incurred by the Operating Partnerships and also differences between the equity method of accounting and IRS accounting methods. ~~No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners individually.~~

NOTE F - PLAN OF LIQUIDATION

On January 10, 2008, our General Partner recommended that the Unit holders approve a plan of liquidation and dissolution for the Partnership, or the "Plan." The Plan was approved by the Unit holders on April 1, 2008, and was adopted by the General Partner on April 1, 2008. Pursuant to the Plan, the General Partner may, without further action by the Unit holders:

liquidate the assets and wind up the business of the Partnership;
make liquidating distributions in cancellation of the Unit;
dissolve the Partnership after the sale of all of the Partnership's assets; and
take, or cause the Partnership to take, such other acts and deeds and shall do, or cause the Partnership to do, such other things, as are necessary or appropriate in connection with the dissolution, winding up and liquidation of the Partnership, the termination of the responsibilities and liabilities of the Partnership under applicable law, and the termination of the existence of the Partnership.

Since the approval of the Plan by the Unit holders, we have continued to seek to sell the assets of the Partnership and use the sales proceeds and/or other Partnership funds to pay all expenses in connection with such sales, pay or make provision for payment of all Partnership obligations and liabilities, including accrued fees and unpaid loans to the General Partner, and distribute the remaining assets as set forth in the Partnership Agreement. We expect to complete the sale of the apartment complexes approximately three to four years after the Unit holders' approval of the Plan, which was April 1, 2008. However, because of numerous uncertainties, the liquidation may take longer or shorter than expected, and the final liquidating distribution may occur months after all of the apartment complexes have been sold.

NOTE G - SUBSEQUENT EVENT
Events that occur after the balance sheet date but before the financial statements were issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events, which provide evidence about conditions that existed after the balance sheet date, require disclosure in the accompanying notes. Management evaluated the activity of the Partnership through the date the financial statements were issued, which was February 16, 2010, the date of the Partnership's Quarterly Report on Form 10-Q for the period ended December 31, 2009. Management concluded that subsequent events have occurred that require disclosure in the notes to the financial statements.
The Partnership has entered into an agreement to either sell or transfer interest in one Operating Partnership. The estimated sales price and other terms for the disposition of the Operating Partnership have been determined. The estimated proceeds to be received for this Operating Partnership are $25,000. The estimated gain on sales of the Operating Partnership is $9,906 and the sale is expected to be recognized in the fourth quarter of fiscal year 2010.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2009~~2010. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate, and there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

Liquidity

The Partnership's primary source of funds was the proceeds of its Public Offering. Other sources of liquidity have included (i) interest earned on working capital reserves, and (ii) cash distributions from operations of the Operating Partnerships in which the Partnership has invested. Both of these sources of liquidity are available to meet the obligations of the Partnership.

The Partnership is currently accruing the annual partnership management fee. Partnership management fees accrued during the quarter ended ~~December~~June 3130, ~~2009~~2010 were $1511,~~745~~994 and total partnership management fees accrued as of ~~December~~June 3130, ~~2009~~2010 were $6,~~559~~083,~~783~~801. ~~During~~Partnership ~~the~~management ~~quarter~~fees ~~ended~~paid ~~December~~during ~~31, 2009, none of~~ the ~~accrued~~quarter ~~partnership~~ended ~~management~~June ~~fees~~30, 2010 were ~~paid~~$50,000. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives sales or refinancing proceeds from Operating Partnerships, which will be used to satisfy these liabilities.

As of ~~December~~June 3130, ~~2009~~2010, an affiliate of the general partner of the Partnership advanced a total of $~~319~~321,~~094~~641 to the Partnership to pay various operating expenses of the Partnership, and to make advances and/or loans to Operating Partnerships. These advances are included in Accounts payable-affiliates. There was an advance of $51,~~184~~097 during the ~~nine~~quarter ~~months~~ ended ~~December~~June 3130, ~~2009~~2010.

All payables to affiliates will be paid, without interest, from available cash flow or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships. There were no payments to an affiliate of the general partner during the three months ended June 30, 2010.

Capital Resources

The Partnership received $26,501,000 in subscriptions for Units (at $1,000 per Unit) during the period February 2, 1988 to December 21, 1988 pursuant to the Public Offering, resulting in net proceeds available for investment in Operating Partnerships (after payment of acquisition fees and expenses and funding of a reserve) of $18,550,700.

As of ~~December~~June 3130, ~~2009~~2010, the Partnership had committed to investments requiring cash payments of $18,613,793, all of which has been paid. At ~~December~~June 3130, ~~2009~~2010, the Partnership held $~~155~~146,~~481~~071, which is comprised of working capital. Since the Partnership has completed funding of all investments, it anticipates that there should be no significant need for capital resources in the future.

Results of Operations

As of ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009, the Partnership held limited partnership interests in 117 and 13 Operating Partnerships. In each instance the apartment complex owned by the applicable Operating Partnership is eligible for the federal housing tax credit. Initial occupancy of a unit in each apartment complex which complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable report on Form 8-K. The general partner of the Partnership believes that there is adequate casualty insurance on the properties.

As of ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009, the Qualified Occupancy of the Operating Partnerships was 100%. The Partnership had a total of 117 properties at ~~December~~June 3130, ~~2009~~2010, all of which were at 100% Qualified Occupancy.

3 Months Management Fee Net of Reporting Fee	3 Months Reporting Fee	9 Months Management Fee Net of Reporting Fee	9 Months Reporting Fee
$ (62,155)	$ 77,900	$ (53,596)	$ 104,848

The Partnership incurs an annual partnership management fee to Boston Capital Asset Management Limited Partnership, which we also refer to as BCAMLP, in an amount equal to 0.5% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of various partnership management and reporting fees paid by the Operating Partnerships. The annual partnership management fee incurred net of reporting fees and the reporting fees paid by the Operating Partnerships for the three months ended June 30, 2010 are as follows:

3 Months Management Fee Net of Reporting Fee	3 Months Reporting Fee
$5,202	$6,792

The Partnership's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested. The Partnership's investments in Operating Partnerships have been made principally with a view towards realization of federal housing tax credits for allocation to its partners and Unit holders.

In June 2007, the investment general partner of Lovington Housing approved an agreement to sell the property and the transaction closed on December 2422, 2009. The sales price was $1,180,279, which includes the outstanding mortgage balance of approximately $974,813 and cash proceeds to the investment limited partners of $105,248. Of the total proceeds received, $76,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $7,500 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs. The remaining proceeds from the sale of $21,748 ~~will~~were be returned to cash reserves held by the Partnership. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid partnership management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of Units held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $21,748 as of December 31, 2009.

In ~~July~~January ~~2008~~2009, the investment general partner ~~entered~~of ~~into~~Belen Apartments LP approved an agreement to ~~transfer~~sell ~~its~~the ~~interest~~property inand ~~Nicollet~~the ~~Island~~transaction ~~Historic~~closed ~~Homes~~on toDecember an31, ~~entity~~2009. ~~affiliated~~The ~~with~~sales ~~the~~price ~~operating~~was ~~general~~$2,150,000, ~~partner~~which ~~for~~includes ~~its assumption of~~ the outstanding mortgage balance of approximately $1,~~683~~443,~~669~~323 and cash proceeds to the investment limited ~~partner~~partners of $20463,~~000~~319. Of the total proceeds received, $10900 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $15,000 ~~was~~will be paid to BCAMLP for expenses related to the ~~transfer~~sale, which includes third party legal costs. The remaining proceeds from the sale of $10447,~~000~~419 were returned to cash reserves held by the Partnership. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid ~~asset~~partnership management fees, and accrued but unpaid expenses of the investment limited partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of Units held by each investor at the time of distribution. In addition, the investment general partner on behalf of the investment limited partnership entered into an investment limited partner interest pledge agreement with the Operating Partnership for receipt of a residual payment. Under the terms of the investment limited partner interest pledge agreement, if the property owned by the Operating Partnership is refinanced or sold, within 5 years from the initial transfer date, there would be a residual payment of $100 plus the capital transaction proceeds distributable to the investment limited partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partner transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, ~~has~~was ~~been~~ recorded in the amount of $10447,~~000~~419 as of ~~September~~December 3031, ~~2008~~2009. The sale of the Operating Partnership had been recognized as of December 31, 2009, and the proceeds were received in the first quarter of 2010. In March 2010, additional sale proceeds of $5,456 were received and returned to the cash reserves held by the Partnership.

In ~~December~~April ~~2008~~2009, the investment general partner transferred 99% of its interest in ~~Platteville~~Shelbyville ~~Apartments~~FH, Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $~~538~~580,~~907~~848 and cash proceeds to the investment limited partner of $1617,~~167~~411. Of the total proceeds received, $5,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $114,~~167~~911 ~~was~~were returned to cash reserves held by the Partnership. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of Units held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $114,~~167~~911 as of ~~December~~April 3130, ~~2008~~2009. The transfer of the remaining 1% investment partnership interest in the Operating Partnership closed in May 2010 for its assumption of the outstanding mortgage balance of approximately $5,867 and cash proceeds of $176. The remaining proceeds of $176 were returned to cash reserves and recorded as a gain as of June 30, 2010.

In ~~January~~April 2009, the investment general partner oftransferred ~~Belen~~99% ~~Apartments~~of LPits ~~approved~~interest anin ~~agreement to sell the property and the transaction closed on December 31~~Suncrest, ~~2009.~~Limited ~~The~~to ~~sales~~a ~~price~~non-affiliated isentity ~~$2,150,000,~~for ~~which~~its ~~includes~~assumption of the outstanding mortgage balance of approximately $1917,~~443,323~~468 and cash proceeds to the investment limited ~~partners~~partner of $~~463~~27,~~319~~550. Of the total proceeds received, $~~900~~872 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the ~~sale~~transfer. Of the remaining proceeds, $157,~~000~~500 ~~will~~was be paid to BCAMLP for expenses related to the ~~sale~~transfer, which includes third party legal costs. The remaining proceeds ~~from the sale~~ of $~~447~~19,~~419~~178 ~~will~~were be returned to cash reserves held by the Partnership. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid ~~partnership~~asset management fees, and accrued but unpaid expenses of the investment ~~limited~~ partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of Units held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. ~~The~~Accordingly, ~~sale~~a ~~proceeds~~gain ~~were~~on ~~received~~the onsale ~~January~~of 2,the ~~2010~~Operating ~~therefore;~~Partnership aof ~~receivable~~the inproceeds from the ~~amount~~sale, net of ~~$447~~the overhead and expense reimbursement,~~419~~ has been recorded ~~for~~in ~~AAH~~the IIamount of $19,178 as of ~~December~~April 3130, 2009. ~~Accordingly,~~The atransfer ~~gain~~of on the ~~sale~~remaining of1% investment partnership interest in the Operating Partnership ofclosed ~~the~~in ~~proceeds~~May ~~from~~2010 ~~the~~for ~~sale,~~its ~~net~~assumption of the ~~overhead~~outstanding ~~and~~mortgage ~~expense~~balance ~~reimbursement~~of approximately $9,267 ~~will~~and becash ~~recorded~~proceeds inof ~~the~~$278. ~~amount~~The remaining proceeds of $~~447,419~~278 were returned to cash reserves and recorded as a gain as of ~~December~~June 3130, ~~2009~~2010.

In April 2009, the investment general partner transferred 99% of its interest in ~~Shelbyville~~Warren FHProperties, Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $~~580~~1,~~848~~330,935 and cash proceeds to the investment limited partner of $1739,~~411~~928. Of the total proceeds received, $512,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $10,000 was paid for real estate taxes due and $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $410,~~911~~428 were returned to cash reserves held by the Partnership. The transfer of the remaining 1% investment partnership interest in the Operating Partnership is anticipated to close in April 2010 for its assumption of the outstanding mortgage balance of approximately $5,867 and cash proceeds of $176. The remaining proceeds of $176 are anticipated to be returned to the cash reserves held by the Partnership. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of Units held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $4428 as of June 30,~~911~~ 2009. An adjustment to the gain on sale has been recorded in the amount of $10,000 as of ~~April~~September 30, 2009. The transfer of the remaining 1% investment partnership interest in the Operating Partnership closed in May 2010 for its assumption of the outstanding mortgage balance of approximately $13,444 and cash proceeds of $403. The remaining proceeds of $403 were returned to cash reserves and recorded as a gain as of June 30, 2010.

In ~~April~~January ~~2009~~2010, the investment general partner transferred ~~99% of~~ its interest in ~~Suncrest,~~Brookhollow Manor Limited to aan ~~non-~~entity affiliated ~~entity~~with the operating general partner for its assumption of the outstanding mortgage balance of approximately $~~917~~1,~~468~~322,745 and cash proceeds to the investment limited partner of $2725,~~550~~000. Of the total proceeds received, $~~872~~7,594 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $199,~~178~~906 were returned to cash reserves held by the Partnership. The transfer of the remaining 1% investment partnership interest in the Operating Partnership is anticipated to close in April 2010 for its assumption of the outstanding mortgage balance of approximately $9,267 and cash proceeds of $279. The remaining proceeds of $279 are anticipated to be returned to the cash reserves held by the Partnership. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of ~~Units~~BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment ~~limited~~ partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and ~~expense reimbursement~~expenses, has been recorded in the amount of $199,~~178~~906 as of ~~April~~March 3031, ~~2009~~2010.

In April 2009, the investment general partner transferred 99% of its interest in Warren Properties, Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,330,935 and cash proceeds to the investment limited partner of $39,928. Of the total proceeds received, $12,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $10,000 was paid for real estate taxes due and $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $10,428 were returned to cash reserves held by the Partnership. The transfer of the remaining 1% investment partnership interest in the Operating Partnership is anticipated to close in April 2010 for its assumption of the outstanding mortgage balance of approximately $13,444 and cash proceeds of $404. The remaining proceeds of $404 are anticipated to be returned to the cash reserves held by the Partnership. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of Units held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $428 as of June 30, 2009. An adjustment to the gain on sale has been recorded in the amount of $10,000 as of September 30, 2009.

In January 2010, the investment general partner transferred its interest in Brookhollow Manor Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,322,745 and cash proceeds to the investment limited partner of $25,000. Of the total proceeds received, $7,594 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,500 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $9,906 will be returned to cash reserves held by the Partnership. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expenses, will be recorded in the amount of $9,906 as of March 31, 2010.

Off Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), which require the Partnership to make various estimates and assumptions. The following section is a summary of some aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of the Partnership's financial condition and results of operations. The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.

The Partnership is required to assess potential impairments to its long-lived assets, which are primarily investments in limited partnerships. The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating Partnerships. The purpose of an impairment analysis is to verify that the real estate investment balance reflected on the balance sheet does not exceed the value of the underlying investments.

If the book value of the Partnership's investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in the Operating Partnership and includes this reduction in equity in loss of investment of limited partnerships.

AsIn ofaccordance ~~March~~with ~~31, 2004,~~ the ~~Partnership~~accounting ~~adopted~~guidance ~~GAAP~~ for the ~~Consolidation~~consolidation of ~~Variable~~variable ~~Interest~~interest ~~Entities.~~entities, ~~GAAP~~the ~~provides~~Partnership ~~guidance~~determines on when ait ~~company~~ should include the assets, liabilities, and activities of a variable interest entity ("VIE") in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it ~~absorbs~~has (1) the ~~majority~~power to direct the activities of the ~~entity~~VIE that most significantly impact the VIE's ~~expected~~economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the ~~majority~~VIE. Further, the guidance requires continual reconsideration of the ~~expected~~primary ~~returns,~~beneficiary orof ~~both.~~a VIE.

Based on this guidance, the Operating Partnerships in which the Partnership invests meet the definition of a VIE. However, management does not consolidate the Partnership's interests in these VIEs ~~under this guidance~~, as it is not considered to be the primary beneficiary. The Partnership currently records the amount of its investment in these partnerships as an asset on its balance ~~sheet~~sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership's balance in investment in Operating Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership's exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the local general partners and their guarantee against credit recapture.

The Partnership's balance in investment in Operating Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership's exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying properties as well as the strength of the local general partners and their guarantee against credit recapture.

Recent Accounting Changes

InThe ~~September~~Partnership ~~2006,~~has ~~the~~elected ~~Financial~~to ~~Accounting~~be ~~Standards~~treated ~~Board~~as ~~("FASB")~~a ~~issued~~pass-through ~~GAAP~~entity for ~~Fair~~income ~~Value~~tax ~~Measurements~~purposes and, ~~which~~as ~~defines~~such, ~~fair~~is ~~value,~~not ~~establishes~~subject ato ~~framework~~income ~~for~~taxes. ~~measuring~~Rather, ~~fair~~all ~~value~~items of taxable income, deductions and ~~expands~~tax ~~disclosure~~credits ~~about~~are ~~fair~~passed ~~value~~through ~~measurements.~~to ~~This~~and ~~guidance~~are isreported ~~effective~~by ~~for~~its ~~financial~~owners ~~statements~~on ~~issued~~their ~~for~~respective ~~fiscal~~income ~~years~~tax ~~beginning~~returns. ~~after~~The ~~November~~Partnership's ~~15,~~federal ~~2007~~tax ~~and~~status ~~shall~~as bea ~~applied~~pass-through ~~prospectively~~entity ~~except~~is ~~for~~based ~~very~~on ~~limited~~its ~~transactions.~~legal Instatus ~~February~~as ~~2008~~a Partnership. Accordingly, the ~~FASB~~Partnership ~~delayed~~is ~~for~~not ~~one~~required ~~year~~to ~~implementation~~take ofany ~~the~~tax ~~guidance~~positions asin itorder ~~pertains~~ to ~~certain~~qualify ~~non-financial~~as ~~assets~~a ~~and~~pass-through ~~liabilities~~entity. The Partnership ~~adopted~~is ~~GAAP~~required ~~for~~to ~~Fair~~file ~~Value~~and ~~Measurements~~does ~~effective~~file ~~April~~tax 1,returns ~~2008,~~with ~~except~~the asInternal itRevenue ~~applies~~Service toand ~~those~~other ~~non-financial~~taxing ~~assets~~authorities. ~~and liabilities~~Accordingly, ~~for~~these ~~which~~financial ~~the~~statements ~~effective~~do ~~date~~not ~~was~~reflect ~~April~~a 1,provision ~~2009.~~for ~~The~~income ~~Partnership~~taxes ~~has~~and ~~determined~~the ~~that~~Partnership ~~adoption of this guidance~~ has no ~~material~~other ~~impact~~tax onpositions, ~~the~~which ~~Partnership's~~must ~~financial~~be ~~statements~~considered for disclosure.

In ~~February~~September ~~2007~~2006, the ~~FASB~~Financial ~~issued~~Accounting ~~GAAP~~Standards ~~for~~Board ~~The~~("FASB") ~~Fair~~issued ~~Value~~accounting ~~Option~~guidance for ~~Financial~~Fair ~~Assets~~Value ~~and~~Measurements, ~~Financial~~which ~~Liabilities.~~defines ~~This~~fair ~~guidance~~value, ~~permits~~establishes ~~entities~~a toframework ~~choose~~for tomeasuring ~~measure~~fair ~~many~~value ~~financial instruments~~ and ~~certain~~expands ~~other~~disclosure ~~items~~about at fair value measurements. ~~The~~This ~~fair~~guidance ~~value election~~ is ~~designed~~effective tofor ~~improve~~ financial ~~reporting~~statements byissued ~~providing~~for ~~entities~~fiscal ~~with~~years ~~the~~beginning ~~opportunity~~after toNovember ~~mitigate~~15, ~~volatility~~2007 inand ~~reported~~shall ~~earnings~~be ~~caused~~applied byprospectively ~~measuring~~except ~~related~~for ~~assets~~very ~~and~~limited ~~liabilities~~transactions. ~~differently~~In ~~without~~February ~~having~~2008, tothe ~~apply~~FASB ~~complex~~delayed ~~hedge~~for ~~accounting~~one ~~provisions.~~year Itimplementation isof ~~effective~~the ~~for~~guidance ~~fiscal~~as ~~years~~it ~~beginning~~pertains ~~after~~to ~~November~~certain ~~15,~~non-financial ~~2007.~~assets Onand ~~April 1,~~liabilities. ~~2008,~~The ~~the~~ Partnership adopted GAAP for ~~The~~ Fair Value ~~Option~~Measurements ~~for~~effective ~~Financial~~April ~~Assets~~1, ~~and~~2008, ~~Financial~~except ~~Liabilities~~as ~~and~~it ~~elected~~applies ~~not~~ to ~~apply~~those ~~the provisions to its eligible~~ non-financial assets and ~~financial~~ liabilities, onfor which the effective date ofwas ~~adoption.~~April ~~Accordingly~~1, ~~the~~2009. ~~initial~~The ~~application~~Partnership has determined that adoption of ~~the~~this guidance ~~had~~has no ~~effect~~material impact on the Partnership's financial statements.

In ~~June~~November ~~2006~~2008, ~~GAAP~~the ~~for~~FASB ~~Accounting~~issued ~~for~~accounting ~~Uncertainty~~guidance inon ~~Income~~Equity ~~Taxes,~~Method anInvestment ~~interpretation~~Accounting ofConsiderations ~~GAAP~~that ~~for~~addresses ~~Accounting~~how ~~for~~the ~~Income~~initial ~~Taxes,~~carrying ~~was~~value ~~issued.~~of ~~This~~an ~~requires~~equity ~~all~~method ~~taxpayers~~investment toshould ~~analyze~~be ~~all~~determined, ~~material~~how ~~positions~~an ~~they~~impairment ~~have~~assessment ~~taken~~of oran ~~plan~~underlying toindefinite-lived ~~take~~intangible inasset ~~all~~of ~~tax~~an ~~returns~~equity ~~that~~method ~~have~~investment ~~been~~should ~~filed~~be orperformed, ~~should~~how ~~have~~an ~~been~~equity ~~filed~~method ~~with~~investee's ~~all~~issuance ~~taxing~~of ~~authorities~~shares ~~for~~should ~~all~~be ~~years~~accounted ~~still~~for, ~~subject~~and how to ~~challenge~~account byfor ~~those~~a ~~taxing~~change ~~authorities.~~in Ifan ~~the~~investment ~~position~~from ~~taken~~the isequity ~~"more-likely-than-not"~~method to ~~be sustained by~~ the ~~taxing~~cost ~~authority~~method. onThis ~~its~~guidance ~~technical merits and if there~~ is ~~more~~effective ~~than~~in afiscal ~~50%~~years ~~likelihood~~beginning ~~that~~on ~~the~~or ~~position~~after ~~would~~December 15, 2008, beand ~~sustained~~interim ifperiods ~~challenged~~within ~~and~~those ~~considered~~fiscal byyears. ~~the~~The ~~highest~~Partnership ~~court~~adopted in the ~~relevant~~guidance ~~jurisdiction,~~for the ~~tax~~interim ~~consequences~~quarterly ofperiod ~~that~~beginning ~~position~~April ~~should~~1, ~~be reflected in the taxpayer's GAAP financial statements~~2009. ~~Earlier~~The ~~proposed~~impact ~~interpretations~~ of ~~GAAP~~adopting ~~for~~it ~~Accounting~~does ~~for~~not ~~Income~~have ~~Taxes had recommended~~ a ~~"probable"~~material ~~standard~~impact ~~for~~on ~~recognition~~the ofPartnership's ~~tax~~financial ~~consequences~~condition ~~rather~~or ~~than~~results ~~the~~of ~~"more-likely-than-not" standard finally adopted~~operations.

~~Because~~In April 2009, the ~~Partnership~~FASB ~~has~~issued ~~elected~~accounting guidance for Interim Disclosures about Fair Value of Financial Instruments. This requires disclosure about the method and significant assumptions used to beestablish ~~treated~~the asfair avalue ~~pass-through~~of ~~entity~~financial instruments for ~~income~~interim ~~tax~~reporting ~~purposes~~periods ~~and,~~as well as ~~such,~~annual isstatements. It ~~not~~became ~~subject~~effective tofor ~~income~~American ~~taxes,~~Affordable ~~this~~Housing ~~guidance~~II ~~does~~L.P. ~~not~~as ~~currently~~of ~~have~~and ~~any~~for the interim period ended June 30, 2009 and has no impact on the Partnership's financial ~~statements.~~condition or results of operations.

In ~~April~~May 2009, the FASB issued ~~GAAP~~guidance ~~for~~regarding ~~Interim~~subsequent ~~Disclosures~~events, ~~about~~which ~~Fair~~was ~~Value~~subsequently ofupdated ~~Financial~~in ~~Instruments~~February 2010. This ~~requires~~guidance established general standards of accounting for and disclosure ~~about~~of events that occur after the ~~method~~balance ~~and~~sheet ~~significant~~date ~~assumptions~~but ~~used~~before financial statements are issued or are available to ~~establish~~be issued. In particular, this guidance sets forth the ~~fair~~period ~~value~~after the balance sheet date during which management of ~~financial~~a ~~instruments~~reporting entity should evaluate events or transactions that may occur for ~~interim~~potential ~~reporting~~recognition ~~periods~~or asdisclosure ~~well~~in asthe ~~annual~~financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. It ~~became~~This guidance was effective for ~~American~~financial ~~Affordable~~statements ~~Housing~~issued IIfor ~~L.P.~~fiscal asyears ofand interim periods ending after June 15, 2009, and ~~for~~was therefore adopted by the ~~interim~~Partnership ~~period~~for the quarter ended June 30, 2009. ~~and~~The ~~has~~adoption nodid not have a significant impact on the subsequent events that the Partnership's ~~financial~~reports, ~~condition~~either through recognition or ~~results~~disclosure, ofin ~~operations~~the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Partnership did not include the disclosure in this Form 10-Q.

Recent Accounting Changes - continued

In November 2008, the FASB issued GAAP on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee's issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of adopting it does not have a material impact on the Partnership's financial condition or results of operations.

In May 2009, the FASB issued GAAP for Subsequent Events. It establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It is effective for American Affordable Housing II L.P. as of and for the interim period ended June 30, 2009, and has no material impact on the Partnership's financial condition or results of operations.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). The amended guidance modifies the consolidation model to one based on control and economics, and replaces the current quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment is effective for fiscal years beginning after November 15, 2009. The adoption of this guidance will not have a material effect on the Partnership's financial statements.

In June 2009, the FASB issued the Accounting Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership's accounting policies. The adoption of the Codification did not have a material impact on the Partnership's financial position or results of operations.

Item 3.	Quantitative and Qualitative Disclosure About Market Risk

	Not Applicable

Item 4T.	Controls & Procedures
	(a)	Evaluation of Disclosure Controls and Procedures
		As of the end of the period covered by this report, the Partnership's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management, Inc., carried out an evaluation of the effectiveness of the Partnership's "disclosure controls and procedures" as defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Partnership's disclosure controls and procedures were adequate and effective in timely alerting them to material information relating to the Partnership required to be included in the Partnership's periodic SEC filings.
	(b)	Changes in Internal Controls
		There were no changes in the Partnership's internal control over financial reporting that occurred during the quarter ended December 31, 2009 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.
		There were no changes in the Partnership's internal control over financial reporting that occurred during the quarter ended June 30, 2010 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings
	None
Item 1A.	Risk Factors
	There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended March 31, 2009.
	There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended March 31, 2010.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	None
Item 3.	Defaults upon Senior Securities
	None
Item 4.	~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved.)
	None
Item 5.	Other Information
	None
Item 6.	Exhibits
	(a)Exhibits
		31.a Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein
		31.b Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein
		32.a Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of John P. Manning, Principal Executive Officer, filed herein
		32.b Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Marc N. Teal, Principal Financial Officer, filed herein

SIGNATURES

Pursuant to the requirements of Section 13 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.

	American Affordable Housing II
	Limited Partnership
	By:	Boston Capital Associates Limited
		Partnership, General Partner
		By:	BCA Associates Limited Partnership,
			General Partner
		By:	C&M Management Inc.,
			General Partner
Date: February 16, 2010		By:	/s/ John P. Manning
Date: August 16, 2010		By:	/s/ John P. Manning
			John P. Manning

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

DATE	SIGNATURE	TITLE
February 16, 2010	/s/ John P. Manning	Director, President
August 16, 2010	/s/ John P. Manning	Director, President
	John P. Manning	(Principal Executive
		Officer), C&M
		Management Inc.
		Management Inc;

DATE	SIGNATURE	TITLE
February 16, 2010	/s/ Marc N. Teal	Senior Vice President, Chief Financial Officer
August 16, 2010	/s/ Marc N. Teal	Senior Vice President, Chief Financial Officer
	Marc N. Teal	(Principal Accounting and Financial Officer)
		C&M Management Inc.

Filing Compare · AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP