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. 4)

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. 4 (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, and amended on March 31, 2006, April 6, 2006, and April 7, 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, 2006, 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 were filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase.

Partnership Distribution and Extension of Withdrawal Period

According to the Form 8-K filed by the Partnership on March 24, 2006, the Partnership is making a distribution to all of its limited partners of $5,820,000, or $97.00 per unit (the "Distribution"). As set forth in the section of the Offer to Purchase entitled "ACCEPTANCE FOR PAYMENT AND PAYMENT OF PURCHASE PRICE", if the Distribution is paid to the limited partners, the Purchaser will deduct the Distribution from a tendering Unit holder's proceeds. Because the Offer price is less than the amount of the Distribution, however, a tendering Unit holder will not receive any net proceeds from the Purchaser with respect to the Offer.

For example, if a Unit holder tenders 500 Units, the Unit holder would receive $65 per Unit tendered ($32,500), LESS the maximum transfer fee of $250, which would yield net proceeds of $32,250, LESS the Distribution of $97 per Unit ($48,500), which would yield total net proceeds of the negative amount of $16,250. At this time, the Purchaser does not intend to seek payment from tendering Unit holders of the difference between the Distribution and the Offer price or the transfer fee.

The Offer expired at 5:00 p.m., Kansas City time, on April 17, 2006. Because of the Distribution, however, the Purchaser will accept written notice of withdrawal, submitted in accordance with the Offer to Purchase, at any time before 5:00 p.m. Kansas City time on April 27, 2006, from Unit holders that have already tendered their Units.

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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: April 20, 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

April 20, 2006

Via Facsimile (202) 772-9203

and Edgar

Jeffrey B. Werbitt

Attorney-Advisor

Securities and Exchange Commission

100 F Street N.E.

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, as amended

 File No. 005-80085

Dear Mr. Werbitt:

We received your letter dated April 12, 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 refer you to your response to comment 1 of our letter issued March 15, 2006 and comment 1 of our letter issued April 4, 2006. We note that certain of the 13D Joint Filers did not file an initial Schedule 13D. Please update the disclosure in the Schedule 13D to address each item requirement for all 13D Joint Filers. For example, the Item 6 disclosure in the initial Schedule 13D does not satisfy the disclosure requirements of the new 13D Joint Filers. Accordingly, please revise the Schedule 13D to describe any contracts, arrangements, understandings or relationships (legal or otherwise), written or oral, with respect to the units as required by Item 6 of Schedule 13D. Further, it appears from the relationship between the 13D Joint Filers and the particular facts and circumstances regarding their involvement and activities with the Boston Financial Qualified Housing Tax Credits partnerships that these parties may be acting collectively in a unified and coordinated manner to conduct this and other tender offers involving the Boston Financial partnerships. Please advise. Further, upon responding to this comment, please provide the staff with an organizational chart that illustrates the owners and control

persons (e.g. managing members) of Paco Development, Park and Anise, as well as the control persons of their owners.

Response: The Schedule 13D has been revised in response to your comment regarding Item 6 disclosure for all 13D Joint Filers and will be filed soon.

Although some of the 13D Joint Filers have agreed to certain actions with respect to Boston Financial Qualified Housing Tax Credits L.P. IV (see next paragraph), the 13D Joint Filers set forth in the Schedule 13D filed with respect to Boston Financial Qualified Housing Tax Credits L.P. II, are not acting collectively in a unified or coordinated manner to conduct this tender offer.

As set forth in the Schedule 13D filed on February 10, 2006 (the "Boston Financial IV 13D"), as amended, with respect to Boston Financial Qualified Housing Tax Credits L.P. IV ("Boston Financial IV"), certain of the reporting persons are considering various alternatives, including taking action to affect management and control of the Boston Financial IV. Park G.P., Inc. filed a preliminary proxy statement in connection with a consent solicitation to remove the current general partners and elect Everest Housing Management, LLC, a California limited liability company as the successor general partner of Boston Financial IV. After Boston Financial IV's managing general partner, began seeking limited partner approval to liquidate the assets of Boston Financial IV and wind up its affairs, the reporting persons indicated that they intend to vote against the proposal.

We are supplementally providing an organizational chart that illustrates the owners and control persons (e.g. managing members) of Paco Development, Park and Anise, as well as the control persons of their owners.

2.Rule 13d-2 requires the 13D Joint Filers to promptly amendment their Schedule 13D to reflect any material change in the facts set forth in the schedule. In this regard, we note that certain of the 13D Joint Filers acquired, or entered into agreements to acquire additional units in December of 2005, but that an amendment to the Schedule 13D was not filed until January 12, 2006.

Response: We note your comment.

3.We note that Paco Development is offering to purchase Units of Boston Financial II at a cash purchase price of $65.00 per Unit, less the amount of Distributions. We also note that Boston Financial II announced that it would be distributing $97 per Unit. Please revise your Offer to reflect Boston Financial II’s distribution of $97.00 and explain how the Offer will be conducted as a result of the distribution. Your revisions should clearly disclose what Unit holders will receive in the offer, in view of Boston Financial II’s distribution.

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

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Please do not hesitate to contact me at (816) 460-5806 with any questions or comments the Staff may have regarding the above responses or to advise us if the Staff has any further comments.

Very truly yours,

LATHROP & GAGE L.C.

By: /s/ Scott M. Herpich

Scott M. Herpich

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