EXHIBIT (a)(2)

                         Equity Resource Lexington Fund
                                44 Brattle Street
                               Cambridge, MA 02138

                                  May 10, 2002

                           Offer To Purchase Units in
                  Capital Realty Investors II Ltd. Partnership
                                for $100 Per Unit

Dear Limited Partner:

Enclosed with this letter is an offer to purchase limited partnership units in
Capital Realty Investors II Ltd. Partnership (the "Partnership") for $100 per
unit [See "THE OFFER--Introduction"]. This offer expires on June 10, 2002. If
you are interested in selling your units, please read the enclosed offer
carefully.

The Partnership currently holds limited partnership interests in fifteen limited
partnerships (the "Local Partnerships"). The majority of these Local
Partnerships own low-income housing projects that are subject to government
regulations limiting the amount of money that the Local Partnerships can
distribute to the Partnership. Government regulations also limit the properties'
rent levels and may limit the Local Partnerships' ability to refinance or sell
these properties. [See "THE OFFER--Section 10--Certain Information Concerning
the Partnership "].

FACTORS TO CONSIDER IN EVALUATING THIS OFFER

o    Eliminate Future Taxable Income
     For the year-ended December 31, 2001, the Partnership generated taxable
     income of $195 per unit. For the year-ended December 31, 2000, the
     Partnership generated taxable income of $301 per unit. This income has
     resulted in substantial tax liability for limited partners. While the
     Purchaser has no information regarding the Partnership's future year-end
     income and distribution levels, it is possible that future years will be
     similar to the previous two years. Limited partners who sell their units
     will terminate their investment in the Partnership and eliminate future tax
     liability associated with the ownership of their units. Please see "THE
     OFFER--Section 6--Certain Tax Consequences" for further information
     regarding the tax consequences of a sale of your units.

o    Opportunity for Liquidity
     The Lexington Fund's offer provides liquidity to limited partners and will
     give them an opportunity to liquidate this investment. The Partnership has
     been in existence for 19 years. Given the government restrictions and the
     long-term nature of the leases encumbering the Partnership's properties,
     the Purchaser anticipates that the Partnership will continue to operate for
     the foreseeable future. By selling your limited partnership units, you give
     yourself the opportunity to place the proceeds from a sale into other,
     potentially better performing, investments. You may also simplify your tax
     returns by eliminating future K-1 reporting for this Partnership.



o    Offer Price May Not Represent the Full Value of Your Units
     No independent party has been retained by the Purchaser or any other person
     to evaluate or render any opinion to limited partners with respect to the
     fairness of the offer price, and no representation is made as to any
     fairness or other measures of value that may be relevant to limited
     partners. Because of the two-tiered nature of the Partnership, the
     government-regulated income restrictions and the potential inability to
     sell or refinance a portion of the Partnership's assets, the Purchaser was
     unable to calculate a net asset value (NAV) for units and the Purchaser's
     offer price may be viewed as speculative in nature. As a result, it is
     uncertain whether the offer price reflects the value that would be realized
     upon the sale of units by a limited partner to a third party. [See "THE
     OFFER-Introduction-Market Value of Units"]

o    Conflict of Interest
     The Purchaser is making the Offer with a view toward making a profit.
     Accordingly, there is a conflict between the Purchaser's desire to acquire
     your units at a low price and your desire to sell your units at a high
     price. The Purchaser's intent is to acquire the units at a discount to the
     value it might ultimately realize from owning the units.

o    Effects of a Sale of Your Units
     Limited partners who sell their units will be giving up the opportunity to
     participate in any future potential benefits associated with ownership of
     units, including the right to participate in any future distribution of
     cash or property.

The Purchaser

The Lexington Fund is in the business of acquiring fractional investment
interests for long-term retention and seeks to purchase units in the Partnership
in advancement of that strategy. The units acquired as a result of this offer
will be held as long-term investments and not with a view to a resale. The
Lexington Fund does not acquire general partner positions and is not engaged in
property management.

Please read the enclosed offer carefully. It contains important information
concerning this offer, the Partnership and the Purchaser. If you wish to sell
your units, complete the enclosed Agreement of Sale according to the directions
on the agreement, sign where indicated and return it in the pre-addressed return
envelope.

If you have any questions, please call D.F. King & Company, the information
agent for this offer, toll-free at (800) 207-3158 or call them collect at (212)
493-6952.

Sincerely,


Equity Resource Lexington Fund LP