EXHIBIT 32
WINTHROP RESIDENTIAL ASSOCIATES II, A LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2003
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CERTIFICATION PURSUANT TO
SECTION 906 OF THE XXXXXXXX-XXXXX ACT OF 2002
In connection with the Quarterly Report of Winthrop Residential
Associates II, A Limited Partnership, (the "Partnership"), on Form 10-QSB for
the quarterly period ended September 30, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), the undersigned, in the
capacities and on the date indicated below, hereby certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Xxxxxxxx-Xxxxx
Act of 2002, that: (1) the Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Partnership.
Date: November 13, 2003 /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chief Executive Officer
Date: November 13, 2003 /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chief Financial Officer
