SC TO-T/A

Securities and Exchange Commission

Washington, DC 20549

Schedule TO-T/A

Tender offer statement under section 14(d)(1) OR 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Boston Financial Qualified Housing Tax Credits L.P. II

(Name of Subject Company(issuer))

Paco Development, L.L.C. (offeror)

SLCas, L.L.C. (other person)

(Names of Filing Persons (identifying status as

offeror, issuer or other person))

Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Lathrop & Gage L.C.

Attn: Scott M. Herpich

2345 Grand Boulevard

Suite 2400

Kansas City, Missouri 64108

Telephone (816) 292-2000

(Name, address and telephone number of person

authorized to receive notices and communications

on behalf of filing persons)

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
$214,500	$42.90

* Calculated as the product of the Units on which the Offer is made and the gross cash price per Unit.

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid:	$42.90	Filing party:	Paco Development, L.L.C.
Form or registration no.:	SC TO-T	Date filed:	March 3, 2006

[ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[X] third-party tender offer subject to Rule 14d-1.

[ ] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [   ]

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This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on March 3, 2006, by Paco Development, L.L.C., a Missouri limited liability company (the “Purchaser”), relating to an offer (the “Offer”) by the Purchaser to purchase up to 3,300 Units of limited partnership interests of Boston Financial Qualified Housing Tax Credits L.P. II, a Delaware limited partnership (the “Partnership”) at a cash purchase price of $65 per Unit, without interest, less the amount of Distributions (as defined in the Offer to Purchase (as defined below)) per Unit, if any, made to Unit holders by the Partnership after the date of the Offer, and less any transfer fees imposed by the Partnership for each transfer (the Purchaser believes the Partnership is currently charging $150 per trade) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 6, as it may be supplemented or amended from time to time (the “Offer to Purchase”), and the related Agreement of Transfer and Letter of Transmittal, as it may be supplemented or amended from time to time (the “Letter of Transmittal,” which, together with the Offer to Purchase, constitutes the “Offer”), copies of which are filed as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase.

Item 1. Summary Term Sheet

Item 1 is amended and supplemented as follows.

(a)The bullet points under "SUMMARY OF THE OFFER" are supplemented by adding the following bullet points

·   The Offer will expire at 5:00 p.m., Kansas City time, on April 6, 2006, unless the Purchaser further extends the period of time during which the Offer is open. The Offer may be extended up to 90 days from the date of commencement of the Offer. See “Details of the Offer - 1. Terms of the Offer; Expiration Date; Proration.”

·   The Purchaser will not be required to pay for any Units tendered, may delay the acceptance for payment of the Units tendered, or may withdraw the Offer if, at any time on or after the date of the Offer and before the Expiration Date, certain conditions exist. See “Details of the Offer - 7. Conditions of the Offer.”

·   Unit Holders selling Units pursuant to this Offer should consider their particular tax consequences. Although Unit Holders should consult their respective tax advisors as to the particular tax consequences, a discussion of federal income tax consequences that could be relevant to an individual Unit Holder is contained in the section entitled "Federal Income Tax Matters."

·   Units tendered in response to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already accepted for payment by the Purchaser, may also be withdrawn at any time after May 4, 2006 (60 days following the Offer Date). See “Details of the Offer - 5. Withdrawal Rights.”

(b)The fifth bullet point under “RISK FACTORS” in the Offer to Purchase is deleted in its entirety and replaced with the following:

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·   Confirmation of the transfer of Units could take a significant amount of time due to the fact that the General Partner controls the timing of the transfers. The Partnership's transfer agent provides confirmation of transfers on a quarterly basis (the next confirmation date subsequent to the expiration of this offer will be July 1, 2006). Therefore, you could agree to sell and not receive the proceeds of the sale for an extended period. Tenders of Units made pursuant to the Offer are irrevocable (including in the event the market price for the Units increased or another party made a higher offer), except that Units tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after May 4, 2006 (60 days following the Offer Date).

(c)The first paragraph under “DETAILS OF THE OFFER - 5. WITHDRAWAL RIGHTS” in the Offer to Purchase is deleted in its entirety and replaced with the following:

Tenders of Units made pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after May 4, 2006 (60 days following the Offer Date). If purchase of, or payment for, Units is delayed for any reason, including (i) extension by the Purchaser of the Expiration Date or (ii) a delay by the General Partner in confirming the transfer of Units; then, without prejudice to the Purchaser’s rights under the Offer, tendered Units may be retained by the Purchaser and may not be withdrawn, except to the extent that tendering Unit Holders are otherwise entitled to withdrawal rights as set forth in this Section 5; subject, however, to the Purchaser’s obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Unit Holders the purchase price in respect of Units tendered promptly after termination or withdrawal of the Offer. The Partnership's transfer agent provides confirmation of transfers on a quarterly basis (the next confirmation date subsequent to the expiration of this offer will be July 1, 2006.

(d)Subsections (a), (b), (d), (e), (f) and (g) under “DETAILS OF THE OFFER - 7. CONDITIONS OF THE OFFER” in the Offer to Purchase are deleted in their entirety and replaced with the following:

(a)a preliminary or permanent injunction or other order of any federal or state court, government, administrative agency or other governmental authority shall have been issued and shall remain in effect which: (i) makes illegal, delays or otherwise restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser; (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of both legal and beneficial ownership of the Units; (iii) requires divestiture by the Purchaser of any Units; or (iv) materially adversely affects the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser, or the Partnership;

(b)there shall be any action taken, or any statute, rule, regulation or order enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government, administrative agency or other governmental authority that results in any of the consequences referred to in paragraph (a) above;

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(d)any event shall have occurred or been disclosed, regarding the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which event is materially adverse to the Partnership or its business or properties, or there shall be any material lien not disclosed in the Partnership’s financial statements;

(e)the General Partner or the Partnership shall have stated or otherwise indicated that it intends to refuse to take any action that the Purchaser deems necessary, in the Purchaser’s reasonable judgment, for the Purchaser to be the registered owner of the Units tendered and accepted for payment hereunder, with full voting rights, simultaneously with the consummation of the Offer or as soon thereafter as is permitted under the Partnership Agreement, in accordance with the Partnership Agreement (as currently in existence) and applicable law;

(f)there shall have been instituted or pending any action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other person, challenging the acquisition of any Units pursuant to the Offer or otherwise relating to the Offer;

(g)the Partnership shall have (i) issued, or authorized the issuance of, any partnership interests of any class, or any securities convertible into, or rights, warrants or options to acquire, any such interests or other convertible securities, (ii) issued or authorized the issuance of any other securities, in respect of, in lieu of, or in substitution for, all or any of the presently outstanding Units, (iii) declared or paid any Distribution, other than in cash, on any of the Units, or (iv) the Partnership or the General Partner shall have authorized or announced its intention to authorize any merger, consolidation or business combination transaction, acquisition of assets, disposition of assets or material change in its capitalization, or any comparable event not in the ordinary course of business, other than listing the Partnership’s properties for sale; or

Item 3. Identity and Background of Filing Person

The fourth paragraph under "CERTAIN INFORMATION CONCERNING THE PURCHASER" in the Offer to Purchase is deleted in its entirety and replaced with the following:

For certain information concerning SLCas's and the Purchaser’s managers, see Schedule I to this Offer to Purchase.

Item 7. Source and Amount of Funds or Other Consideration

The last paragraph under "CERTAIN INFORMATION CONCERNING THE PURCHASER" in the Offer to Purchase is deleted in its entirety and replaced with the following:

Source of Funds. Based on the Offer price of $65 per Unit, the Purchaser estimates that the total amount of funds necessary to purchase all Units sought by this Offer and to pay related fees and expenses, will be approximately $224,500. The Purchaser expects to obtain these funds from committed equity contributions from its sole member, SLCas. No material conditions exist to this committed equity contribution. No

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alternate financing arrangements have been made at this time.

Item 11. Additional Information

Item 11 is amended and supplemented as follows.

Schedule I in the Offer to Purchase is deleted in its entirety and replaced with the following:

EXECUTIVE OFFICERS

SLCas's and the Purchaser’s managers are DeAnn Duffield and Erik Lund. The Purchaser is wholly-owned by SLCas. SLCas and the Purchaser have no employees of their own. The name and principal occupation or employment of each manager of SLCas and the Purchaser are set forth below. Each is a United States citizen.

	Present Principal Occupation or
Name	Position and Five-Year Employment History
DeAnn Duffield	Ms. Duffield is a manager of the Purchaser and a manager of SLCas.Ms. Duffield has been employed by Maxus Properties since May 2005, serving as VP of Reporting and Administration. Ms. Duffield was not employed for the five year period prior to such time.
Erik Lund	Mr. Lund is a manager of the Purchaser and a manager of SLCas. Since July 2004, Mr. Lund has been employed by Maxus Properties as its Acquisitions Manager. Prior to July 2004, Mr. Lund worked at Ernst & Young’s National Cash Management Practice headquartered in Kansas City, MO for over four years as a senior advisor.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 31, 2006.

PACO DEVELOPMENT, L.L.C., a Missouri limited
liability company
By: /s/ DeAnn Duffield, Manager
	DeAnn Duffield, Manager
SLCas, L.L.C.
By: /s/ DeAnn Duffield, Manager
	DeAnn Duffield, Manager

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CORRESP

LATHROP & GAGE L.C.

2345 GRAND BOULEVARD, SUITE 2800

KANSAS CITY, MISSOURI 64108

March 31, 2006

Via Facsimile (202) 772-9203

and Edgar

Jeffrey B. Werbitt

Attorney-Advisor

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington D.C. 20549-0306

Re:

 Boston Financial Qualified Housing Tax Credits L.P. II

 Schedule TO-T filed by Paco Development, L.L.C.

 Filed on March 3, 2006

 File No. 005-80085

Dear Mr. Werbitt:

We received your letter dated March 15, 2006 (the “Comment Letter”), in which you commented on the Schedule TO-T (the “Schedule TO”) described above. The responses of Paco Development, L.L.C.("Paco") to your comments are set forth below. For your convenience, the original comments from your Comment Letter are reproduced below in bold type. Capitalized terms used herein have the same meanings as in the Schedule TO.

General

1.   We note that Paco Development has only one member. What consideration was given to whether the member and its control persons are bidders in the tender offer? In this regard, please advise whether Paco Development will be the source of funding for the offer. See also Section II.D.2 of the Division of Corporation Finance’s Current Issues and Rulemaking Projects Outline available on our website at www.sec.gov. To the extent that you revise your Schedule TO to include others as bidders, please revise your Schedule TO and Offer to Purchase accordingly. Also, what consideration was given to the inclusion of the other “13D Joint Filers” as bidders in this Offer. We remind you that “bidder” is any person who makes a tender offer or on whose behalf a tender offer is made. In responding to this comment, your response should clearly explain the relationship and role of each “13D Joint Filer.”

Response: Although SLCas, LLC (“SLCas”) is the sole member of Paco, and would thus be an indirect beneficial owner of the securities, we believe that entity should not be viewed as a

March 31, 2006

Page 2

bidder because SLCas (i) had no meaningful role in initiating, structuring and negotiating the tender offer, (ii) did not act together with Paco, (iii) did not control the terms of the tender offer and (iv) did not recently form Paco. SLCas, as the sole member of Paco, is the source of funding for the entity, but because Paco is a manager-managed limited liability company, the investment of those funds is controlled by Paco's managers. Nonetheless, as an expedient to completing the tender offer, we have revised the Schedule TO to add SLCas to the cover page and make the appropriate disclosures.

Regarding the portion of your comment relating to the 13D Joint Filers as potential bidders, Rule 14d-1(c)(1) defines a bidder in a tender offer as "any person who makes a tender offer or on whose behalf a tender offer is made." Paco is an entity controlled by its managers, which managers were responsible for initiating, structuring and negotiating the tender offer. Although the determination of who comprises the bidder may extend to a parent company or other control persons, in this case, Paco is not making the offer on the behalf of any of the members of the 13D Filing Group not appearing on the cover of the Schedule TO (the "Other Persons") as evidenced by the following facts:

·   The Other Persons did not play a role in initiating, structuring and negotiating the tender offer.

·   The Other Persons are not acting together with Paco, whose managers solely determined the terms of the tender offer on behalf of Paco.

·   The Other Persons do not have any control over the terms of the tender offer.

·   The Other Persons are not financing the tender offer or playing a primary role in obtaining financing.

·   The Other Persons do not control Paco, directly or indirectly.

·   The Other Persons did not form Paco or cause it to be formed.

Offer to Purchase for Cash

Summary of the Offer, page 4

2.   We note that the summary of your Offer consists only of factors that “Unit Holders are urged to consider.” Please revise your disclosure to provide a materially complete summary of the most material terms of the proposed Offer. See Item 1001 of Regulation M-A. For example, but without limitation, it does not appear that your summary addresses why you are making this Offer, when the expiration will end, whether there are conditions to this Offer, the material tax consequences if a Unit Holder accepts this offer and the withdrawal rights that accompany this Offer.

Response: The Schedule TO has been revised in response to your comment.

March 31, 2006

Page 3

Details of the Offer, page 7

2.  Acceptance for Payment and Payment of Purchase Price, page 8

3.   We note that the Purchaser believes that the Partnership is charging a transfer fee of $10.00 per unit, with a $100 minimum fee and $250.00 maximum fee. To the extent that you learn otherwise, we remind you of your obligation under Rules 13e-4(c)(3) and 13e-4(e)(3) to amend the Schedule to reflect a material change in the information previously disclosed. Please confirm your understanding.

Response: Paco hereby confirms its understanding of the obligations under Rules 13e-4(c)(3) and 13e-4(e)(3) to amend the Schedule TO to reflect a material change in the information previously disclosed.

7.  Conditions of the Offer, page 12

4.   A tender offer may only be subject to conditions that are not within the direct or indirect control of the bidder and are drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. For example, revise the bullet points to avoid the terms “threatened” or “proposed” as it is unclear how a “threatened” or “proposed” event can be objectively determined. Also, revise to eliminate references to events that may “indirectly” affect the Offer.

Response: The Schedule TO has been revised in response to your comment.

5.   Many of these offer conditions are excessively broad and general in nature. For example, you state that you may terminate the offer if a state court, government, administrative agency or other governmental authority “seeks to impose any material condition to the Offer unacceptable to the Purchaser, which determination will be made in the Purchaser’s reasonable judgment.” Similarly, you reserve the right to end the offer upon becoming “aware of any previously undisclosed fact that has or with the passage of time would have a material adverse effect on the value of the Units or the Partnership properties.” While you may condition your offer on any number of specifically described and objectively verifiable conditions, we believe the scope of some of your conditions in this section is so broad as to potentially render this offer illusory. Please revise generally.

Response: The Schedule TO has been revised in response to your comment.

6.   We refer you to subsection (e). It appears that this subsection is a condition subsequent to your Offer. In this regard, it does not appear that the Purchaser would receive confirmation from the transfer agent that the General Partner of the Partnership transferred the Units on the books of the Partnership until after expiration. Please revise or advise.

Response: The Schedule TO has been revised in response to your comment.

March 31, 2006

Page 4

Determination of Offer Price, page 15

7.   We note that you disclose that you reviewed secondary market prices over the prior two years, which ranged from $30.00 to $63.00. Please expand your disclosure to provide a materially complete summary of how the offer price was determined. See Section III.B. of Exchange Act Release No. 34-43069.

Response: As set forth in the Offer to Purchase, in establishing the Offer price, Paco reviewed secondary market prices over the prior two years, which, according to Direct Investments Spectrum, ranged from $30.00 to $63.00. Additionally, Paco reviewed certain publicly available information including among other things: (i) Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and (ii) other reports filed with the Securities and Exchange Commission, including the Partnership’s cash on hand, debt obligations and net income. Paco did not obtain independent valuations or appraisals of the assets. Paco did not develop an estimated current liquidation value or valuation for the Partnership’s Units due to the Partnership not granting Paco access to the Partnership’s books and records or the Partnership’s limited partnership agreement (including partnership agreements in the other limited partnerships in which it has an interest). Paco believes this information is necessary to establish a valuation for the Partnership.

Certain Information Concerning the Purchaser, page 17

8.   You disclose that the Purchaser expects to obtain the necessary funds from “committed equity contributions.” Please expand your disclosure to quantify and identify the “committed equity contributions” that you expect. See Item 1007(a) of Regulation M-A. Also, if there are any conditions to the expected financing, please disclose. Do you have alternative financing arrangements in the event that your expected “committed equity contributions” fall through. See Item 1007(b) of Regulation M-A.

Response: The Schedule TO has been revised in response to your comment.

9.   Please quantify the expected estimated expenses in connection with this transaction. See Item 1007(c) of Regulation M-A.

Response: Item 7 of the Schedule TO requires that the offeror "[f]urnish the information required by Item 1007(a), (b) and (d) of Regulation M-A (§229.1007 of this chapter)." As the information required by Item 1007(c) is not required, Paco believes its existing disclosure is sufficient.

Federal Income Tax Matters, page 21

10.   We note your disclosure that “[a]ll of the foregoing is subject to change, and any such change could affect the continuing accuracy of this summary.” To the extent that your disclosure changes, we remind you of your obligation under Rules 13e-4(c)(3) and 13e-4(e)(3) to amend the Schedule to reflect a material change in the information previously disclosed. Please confirm your understanding.

March 31, 2006

Page 5

Response: Paco hereby confirms its understanding of the obligations under Rules 13e-4(c)(3) and 13e-4(e)(3) to amend the Schedule TO to reflect a material change in the information previously disclosed.

Closing Comments

While acknowledging the Staff's position, and without implying any specific issue with such position, we respectfully decline to make the statements requested. There is no requirement that we do so. To the extent the requested statements are accurate statements of applicable law, there is no reason to obtain from bidders a recitation of such law. To the extent the statements go beyond applicable law or reflect interpretations of law that may be open to dispute, it would not be fair or appropriate to require bidders to make statements that might prejudice their right to take a contrary position at some later time, if the occasion arose.

Please do not hesitate to contact me at (816) 460-5806 with any questions or comments you may have regarding the above responses.

Very truly yours,

LATHROP & GAGE L.C.

By: /s/ Scott M. Herpich

Scott M. Herpich