American Affordable Housing Ii Limited Partnership NT 10-K Notice of late annual filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20594

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 000-17696

(Check one): (X) Form 10-K ( ) Form 20-F ( ) Form 11-K

( ) Form 10-Q ( ) Form N-SAR ( ) Form N-CSR

For Period Ended: March 31, 2009

( ) Transition Report on Form 10-K

( ) Transition Report on Form 20-F

( ) Transition Report on Form 11-K

( ) Transition Report on Form 10-Q

( ) Transition Report on Form N-SAR

For the Transition Period Ended: N/A

Nothing in this form shall be construed to imply that the Commission has

verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the items(s)to which the notification relates: Not applicable.

__________________________________________________________________________

PART I

REGISTRANT INFORMATION

American Affordable Housing II Limited Partnership

Full Name of Registrant

_____________________________________

Former Name if Applicable

One Boston Place, Suite 2100

Address of Principal Executive Office (Street and Number)

Boston, Massachusetts 02108-4406

City, State and Zip Code

PART II

RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
T	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its annual report on Form 10-K for the year ended March 31, 2009 within the prescribed time period because the Registrant has not yet received and coordinated all necessary documents and other information which must be compiled and reviewed in order to properly prepare the Form 10-K in full detail. The Registrant expects to file the Form 10-K within the time period permitted by Rule 12b-25.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard

to this notification.

Marc N. Teal	617	624-8900
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

x | Yes No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report

or portion thereof?

  | Yes x No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

American Affordable Housing II Limited Partnership

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 30, 2009	By: /s/ John P. Manning
	John P. Manning, a partner of Boston Capital Associates, the general partner of American Affordable Housing II Limited Partnership.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)