UNITED STATES

                                   FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

        (Mark One)

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                    For the fiscal year ended March, 31, 2004
                    For the fiscal year ended March, 31, 2005
                    For the fiscal year ended March, 31, 2006
                    For the fiscal year ended March, 31, 2007

                                       OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission file number: 0-28370


                 WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    California                       33-0596399
            (State or other jurisdiction of        (I.R.S. Employer
            incorporation or organization)          Identification No.)


                    17782 Sky Park Circle,
                         Irvine, CA                        92614-6404
          (Address of principal executive offices)          (zip code)

                                 (714) 662-5565
                               (Telephone Number)

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to section 12(g) of the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)


<PAGE>

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act   Yes [_]   No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [_]   No [X]


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes [_]   No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  [_]    Accelerated filer [_]
Non-accelerated filer [X]       Smaller reporting company [_]


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).            Yes [_]   No [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.

                                  INAPPLICABLE

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

                                      NONE

<PAGE>



                                EXPLANATORY NOTE

WNC Housing Tax Credit Fund IV, L.P.,  Series 2 is filing this  amendment to its
Annual Report on Form 10-K for the period ended March 31, 2007 for the following
modifications:  Item 1.  Business  was  modified to add  additional  disclosures
related to the 15-year compliance period expiration dates. Item 1A. Risk Factors
was modified to add additional disclosures regarding economic conditions related
to the  value of real  estate,  the risks  related  to the  Partnership  and the
Partnership Agreement and the Partnership's inability to timely file and provide
investors  with  periodic  reports.  Item 5a was  revised to include  additional
disclosure   regarding   distributions  to  the  Limited  Partners.   Additional
disclosures  were added to Item 7 regarding the liquidity and capital  resources
of the  Partnership.  The  Item  9A  disclosure  has  been  revised  to  include
additional disclosure in the disclosure controls and procedures section. Item 10
was revised to add the  information  for two  Directors  of an  affiliate of the
General  Partner.  Additional  disclosures  were  added  to Item  11  addressing
compensation  to the General  Partner,  reimbursement  of  expenses  and sale of
interest in properties due to the General Partner. Lastly, the Partnership added
Exhibits  99.23 and 99.24 and are filing the  statements of operations  and cash
flows for Pioneer Street Associates and Apartment Housing of East Brewton,  Ltd.
for the three years preceding the date of the most recent audited balance sheet,
in accordance with Rule 3-09 of Regulations S-X.

<PAGE>

PART I.

ITEM 1.  BUSINESS

ORGANIZATION

WNC Housing Tax Credit Fund IV, L.P., Series 2 (the "Partnership") is a
California limited partnership formed under the laws of the State of California
on September 27, 1993 The Partnership was formed to acquire limited partnership
interests in other limited partnerships ("Local Limited Partnerships") which
owns multi-family housing complexes ("Housing Complexes") that are eligible for
Federal low income housing tax credits ("Low Income Housing Tax Credits"). The
local general partners (the "Local General Partners") of each Local Limited
Partnership retain responsibility for maintaining, operating and managing the
Housing Complex. Each Local Limited Partnership is governed by its agreement of
limited partnership or limited liability company operating agreement (the "Local
Limited Partnership Agreement").

The general partner of the Partnership is WNC Tax Credit Partners IV, L.P. (the
"General Partner"). The general partner of the General Partner is WNC &
Associates, Inc. ("Associates"). The chairman and president of Associates own
substantially all of the outstanding stock of Associates. The business of the
Partnership is conducted primarily through the General Partner, as the
Partnership has no employees of its own.

Pursuant to a registration statement filed with the Securities and Exchange
Commission on October 20, 1993, in July 1994 the Partnership commenced a public
offering of 20,000 units of Limited Partnership interest ("Partnership Units")
at $1,000 per Partnership Unit. The offering of Partnership Units concluded in
July 1995 at which time 15,600 Partnership Units representing subscriptions, net
of discounts for volume purchases of more than 100 units, in the amount of
$15,241,000 had been accepted. The General Partner has a 1% interest in
operating profits and losses, taxable income and losses, cash available for
distribution from the Partnership and tax credits. The investors (the "Limited
Partners") will be allocated the remaining 99% of these items in proportion to
their respective investments.

Sempra Energy Financial, a California corporation, which is not an affiliate of
the Partnership or General partner, has purchased 4,000 Partnership Units, which
represents 25.6% of the Partnership Units outstanding for the partnership.
Sempra Energy Financial invested $3,641,000. A discount of $359,000 was allowed
due to a volume discount. On July 1, 2006 Sempra Energy Financial transferred
their 4,000 Partnership Units to Sempra Section 42, LLC. See Item 12(b) in this
10-K.

The Partnership shall continue in full force and effect until December 31, 2050
unless terminated prior to that date pursuant to the Partnership Agreement (as
defined below) or law.

DESCRIPTION OF BUSINESS

The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Tax Credits. The Partnership's principal
business therefore consists of investing as a limited partner or non-managing
member in Local Limited Partnerships each of which will own and operate a
Housing Complex which will qualify for the Low Income Housing Tax Credits. In
general, under Section 42 of the Internal Revenue Code, an owner of low income
housing can receive the Low Income Housing Tax Credits to be used to reduce
Federal taxes otherwise due in each year of a ten-year credit period. Each
Housing Complex is subject to a 15 year compliance period (the "Compliance
Period"), and under state law may have to be maintained as low income housing
for 30 or more years.

In general, in order to avoid recapture of Low Income Housing Tax Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low income
housing and (iii) the ability of government lenders to disapprove of transfer,
it is not possible at this time to predict whether the liquidation of the
Partnership's assets and the disposition of the proceeds, if any, in accordance



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with the Partnership's Agreement of Limited Partnership, dated May 4, 1993 as
amended on May 15, 1994 ("Partnership Agreement"), will be accomplished promptly
at the end of the Compliance Period. If a Local Limited Partnership is unable to
sell its Housing Complex, it is anticipated that the Local General Partner will
either continue to operate such Housing Complex or take such other actions as
the Local General Partner believes to be in the best interest of the Local
Limited Partnership. Notwithstanding the preceding, circumstances beyond the
control of the General Partner or the Local General Partners may occur during
the Compliance Period, which would require the Partnership to approve the
disposition of a Housing Complex prior to the end thereof, possibly resulting in
recapture of Low Income Housing Tax Credits.

The Partnership invested in twenty-two Local Limited Partnerships, none of which
had been sold or otherwise disposed through March 31, 2006. As of March 31, 2007
one Local Limited Partnership had been disposed. Each of these Local Limited
Partnerships owns a single Housing Complex that was eligible for the Low Income
Housing Tax Credits. Certain Local Limited Partnerships may also benefit from
additional government programs promoting low- or moderate-income housing.

EXIT STRATEGY

The Compliance Period for a Housing Complex is generally 15 years following
construction or rehabilitation completion. Associates was one of the first in
the industry to offer syndicated investments in Low Income Housing Tax Credits.
The initial programs are completing their Compliance Periods.

The following table reflects the 15-year compliance period of the twenty-one
Housing Complexes:

                         EXPIRATION DATE FOR 15-YEAR COMPLIANCE PERIOD

                       LOCAL LIMITED
                      PARTNERSHIP NAME                   15-YEAR EXPIRATION DATE
--------------------------------------------------------------------------------

Apartment Housing of East Brewton, Ltd.                                2014
Autumn Trace Associates, Ltd.                                          2008
Broken Bow Apartments I, Limited Partnership                           2012
Candleridge Apartments of Waukee L.P. II                               2010
Chadwick Limited Partnership                                           2009
Comanche Retirement Village, Ltd.                                      2010
Crossings II Limited Dividend Housing Association L.P.                 2012
Garland Street Limited Partnership                                     2009
Hereford Seniors Community, Ltd.                                       2011
Hickory Lane Associates, Ltd.                                          2011
Honeysuckle Court Associates, Ltd.                                     2011
Klimpel Manor, Ltd.                                                    2009
Lamesa Seniors Community, Ltd.                                         2009
Laredo Heights Apartments Ltd.                                         2012
Mountainview Apartments Limited Partnership                            2009
Palestine Seniors Community, Ltd.                                      2010
Pecan Grove Limited Partnership                                        2009
Pioneer Street Associates                                              2010
Sidney Apartments I, Limited Partnership                               2011
Southcove Associates                                                   2010
Walnut Turn Associates, Ltd.                                           2011

With that in mind, the General Partner is continuing its review of the Housing
Complexes, with special emphasis on the more mature Housing Complexes such as
any that have satisfied the IRS compliance requirements. The review considers
many factors, including extended use requirements (such as those due to mortgage
restrictions or state compliance agreements), the condition of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.


                                       4
<PAGE>

Upon identifying those Housing Complexes with the highest potential for a
successful sale, refinancing or syndication, the Partnership expects to proceed
with efforts to liquidate them. The objective is to maximize the Limited
Partners' return wherever possible and, ultimately, to wind down the
Partnership. Local Limited Partnership Interests may be disposed of any time by
the General Partner in its discretion. While liquidation of the Housing
Complexes continues to be evaluated, the dissolution of the Partnership was not
imminent as of March 31, 2007. As of March 31, 2007 none of the Housing
Complexes had completed the 15 year compliance period.

During the year ended March, 31, 2007 the partnership sold the Housing Complex
of one Local Limited Partnership, EW, a Wisconsin Limited Partnership ("EW") and
the Local Limited Partnership was subsequently dissolved. EW had not completed
its 15-year compliance period. The Partnership did not purchase a recapture bond
since the cost of the bond was equal to the amount of credits at risk for
recapture. The Partnership retained a cash balance to cover any recapture. The
Housing Complex was sold for the same amount as the outstanding mortgage owing.
The net investment balance in this Local Limited Partnership was zero, since
there was no distribution of cash there was no gain or loss for the Partnership.
The disposition was due to this Local Limited Partnership experiencing
operational and cash flow issues. As of March 31, 2007 the Partnership had
advanced approximately $57,500 to this Local Limited Partnership which was not
recovered and the advances were reserved.

Subsequent to year ended March 31, 2007 one additional Housing Complex had been
selected for disposition (Crossing II Limited Dividend Housing Association LP
("Crossings II")). This Local Limited Partnership started to experience
operational issues during the year ended March 31, 2005 and continues to have
operation issues. The low occupancy was the primary reason for the properties
cash flow issues. The Partnership received all of the Low Income Housing Tax
Credits from Crossings II. The final credits were taken in 2007. The Local
Limited Partnership's General Partner is looking to purchase the Partnership's
limited partnership interest in Crossings II. The General Partner is going to
post the surety bond to protect the Partnership from recapture. The anticipated
closing date of this transaction is April of 2008.

The proceeds from the disposition of any of the Housing Complexes will be used
first to pay debts and other obligations per the respective Local Limited
Partnership Agreement. Any remaining proceeds will then be paid to the partners
of the Local Limited Partnership, including the Partnership, in accordance with
the terms of the particular Local Limited Partnership Agreement, the sale of a
Housing Complex may be subject to other restrictions and obligations.
Accordingly, there can be no assurance that a Local Limited Partnership will be
able to sell its Housing Complex. Even if it does so, there can be no assurance
that any significant amounts of cash will be distributed to the Partnership.
Should such distributions occur, the Limited Partners will be entitled to
receive distributions from the proceeds remaining after payment of Partnership
obligations and funding of reserves, equal to their capital contributions and
their return on investment (as defined in the Partnership Agreement). The
General Partners would then be entitled to receive proceeds equal to their
capital contributions from the remainder. Any additional sale or refinancing
proceeds will be distributed 90% to the Limited Partners (in proportion to their
respective investments) and 10% to the General Partner.

ITEM 1A.  RISK FACTORS

Set forth below are the principal risks the Partnership believes are material to
the Limited Partners. The Partnership and the Local Limited Partnerships operate
in a continually changing business environment and, therefore, new risks emerge
from time to time. This section contains some forward-looking statements. For an
explanation of the qualifications and limitations on forward-looking statements,
see Item 7.


(A)      RISKS ARISING FROM THE INTERNAL REVENUE CODE RULES GOVERNING LOW INCOME
         HOUSING TAX CREDITS

         LOW INCOME HOUSING TAX CREDITS MIGHT NOT BE AVAILABLE. If a Housing
Complex does not satisfy the requirements of Internal Revenue Code Section 42,
then the Housing Complex will not be eligible for Low Income Housing Tax
Credits.

         LOW INCOME HOUSING TAX CREDITS MIGHT BE LESS THAN ANTICIPATED. The
Local General Partners will calculate the amount of the Low Income Housing Tax
Credits. No opinion of counsel will cover the calculation of the amount of Low
Income Housing Tax Credits. The IRS could challenge the amount of the Low Income
Housing Tax Credits claimed for any Housing Complex under any of a number of
provisions set forth in Internal Revenue Code Section 42. A successful challenge

                                       5
<PAGE>

by the IRS would decrease the amount of the Low Income Housing Tax Credits from
the amount paid for by the Partnership.

     UNLESS A BOND IS POSTED OR A TREASURY DIRECT ACCOUNT IS ESTABLISHED, LOW
INCOME HOUSING TAX CREDITS MAY BE RECAPTURED IF HOUSING COMPLEXES ARE NOT OWNED
AND OPERATED FOR 15 YEARS. Housing Complexes must comply with Internal Revenue
Code Section 42 for the 15-year Compliance Period. Low Income Housing Tax
Credits will be recaptured with interest to the extent that a Housing Complex is
not rented as low income housing or in some other way does not satisfy the
requirements of Internal Revenue Code Section 42 during the Compliance Period.
For example, unless a bond is posted or a Treasury Direct Account is
established, recapture with interest would occur if:

         o        a Local Limited Partnership disposed of its interest in a
                  Housing Complex during the Compliance Period, or

         o        the Partnership disposed of its interest in a Local Limited
                  Partnership during the Compliance Period.

For these purposes, disposition includes transfer by way of foreclosure.

It will be up to the Partnership to determine whether to post a bond. There is
no obligation under the agreements with the Local Limited Partnerships that the
Local Limited Partnerships must do so.

There can be no assurance that recapture will not occur. If it does, recapture
will be of a portion of all Low Income Housing Tax Credits taken in prior years
for that Housing Complex, plus interest. During the first 11 years of the
Compliance Period, non-compliance results in one-third of the credits up to that
point for the particular Housing Complex being recaptured, plus interest.
Between years 12 and 15, the recapture is phased out ratably.

         SALES OF HOUSING COMPLEXES AFTER 15 YEARS ARE SUBJECT TO LIMITATIONS
WHICH MAY IMPACT A LOCAL LIMITED PARTNERSHIP'S ABILITY TO SELL ITS HOUSING
COMPLEX. Each Local Limited Partnership executes an extended low income housing
commitment with the state in which the Housing Complex is located. The extended
low income housing commitment states the number of years that the Local Limited
Partnership and any subsequent owners must rent the Housing Complex as low
income housing. Under Federal law, the commitment must be for at least 30 years.
The commitment actually agreed to may be significantly longer than 30 years. In
prioritizing applicants for Low Income Housing Tax Credits, most states give
additional points for commitment periods in excess of 30 years. On any sale of
the Housing Complex during the commitment period, the purchaser would have to
agree to continue to rent the Housing Complex as low income housing for the
duration of the commitment period. This requirement reduces the potential
market, and possibly the sales price, for the Housing Complexes. The sale of a
Housing Complex may be subject to other restrictions. For example, Federal
lenders or subsidizers may have the right to approve or disapprove a purchase of
a Housing Complex. Accordingly, there can be no assurance that a Local Limited
Partnership will be able to sell its Housing Complex. Even if it does so, there
can be no assurance that any significant amount of cash will be distributed to
the Limited Partners. As a result, a material portion of the Low Income Housing
Tax Credits may represent a return of the money originally invested in the
Partnership.

         LIMITED PARTNERS CAN ONLY USE LOW INCOME HOUSING TAX CREDITS IN LIMITED
AMOUNTS. The ability of an individual or other non-corporate Limited Partner to
claim Low Income Housing Tax Credits on his individual tax return is limited.
For example, an individual Limited Partner can use Low Income Housing Tax
Credits to reduce his tax liability on:

         o        an unlimited amount of passive income, which is income from
                  entities such as the Partnership, and

         o        $25,000 in income from other sources.

However, the use of Low Income Housing Tax Credits by an individual against
these types of income is subject to ordering rules, which may further limit the
use of Low Income Housing Tax Credits. Some corporate Limited Partners are
subject to similar and other limitations. They include corporations which
provide personal services, and corporations which are owned by five or fewer
shareholders.

Any portion of a Low Income Housing Tax Credit which is allowed to a Limited
Partner under such rules is then aggregated with all of the Limited Partner's
other business credits. The aggregate is then subject to the general limitation
on all business credits. That limitation provides that a Limited Partner can use
business credits to offset the Limited Partner's annual tax liability equal to

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<PAGE>

$25,000 plus 75% of the Limited Partner's tax liability in excess of $25,000.
However, business credits may not be used to offset any alternative minimum tax.
All of these concepts are extremely complicated.


(B)      RISKS RELATED TO INVESTMENT IN LOCAL LIMITED PARTNERSHIPS AND HOUSING
         COMPLEXES

         BECAUSE THE PARTNERSHIP HAS FEW INVESTMENTS, EACH INVESTMENT WILL HAVE
A GREAT IMPACT ON THE PARTNERSHIP'S RESULTS OF OPERATIONS. Any single Housing
Complex experiencing poor operating performance, impairment of value or
recapture of Low Income Housing Tax Credits will have a significant impact upon
the Partnership as a whole.

         THE FAILURE TO PAY MORTGAGE DEBT COULD RESULT IN A FORCED SALE OF A
HOUSING COMPLEX. Each Local Limited Partnership leverages the Partnership's
investment therein by incurring mortgage debt. A Local Limited Partnership's
revenues could be less than its debt payments and taxes and other operating
costs. If so, the Local Limited Partnership would have to use working capital
reserves, seek additional funds, or suffer a forced sale of its Housing Complex,
which could include a foreclosure. The same results could occur if government
subsidies ceased. Foreclosure would result in a loss of the Partnership's
capital invested in the Housing Complex. Foreclosure could also result in a
recapture of Low Income Housing Tax Credits, and a loss of Low Income Housing
Tax Credits for the year in which the foreclosure occurs. If the Housing Complex
is highly-leveraged, a relatively slight decrease in the rental revenues could
adversely affect the Local Limited Partnership's ability to pay its debt service
requirements. Mortgage debt may be repayable in a self-amortizing series of
equal installments or with a large balloon final payment. Balloon payments
maturing prior to the end of the anticipated holding period for the Housing
Complex create the risk of a forced sale if the debt cannot be refinanced. There
can be no assurance that additional funds will be available to any Local Limited
Partnership if needed on acceptable terms or at all.

         THE PARTNERSHIP DOES NOT CONTROL THE LOCAL LIMITED PARTNERSHIPS AND
MUST RELY ON THE LOCAL GENERAL PARTNERS. The Local General Partners will make
all management decisions for the Local Limited Partnerships and the Housing
Complexes. The Partnership has very limited rights with respect to management of
the Local Limited Partnerships. The Partnership will not be able to exercise any
control with respect to Local Limited Partnership business decisions and
operations. Consequently, the success of the Partnership will depend on the
abilities of the Local General Partners.

         HOUSING COMPLEXES SUBSIDIZED BY OTHER GOVERNMENT PROGRAMS ARE SUBJECT
TO ADDITIONAL RULES WHICH MAY MAKE IT DIFFICULT TO OPERATE AND SELL HOUSING
COMPLEXES. Some or all of the Housing Complexes receive or may receive
government financing or operating subsidies in addition to Low Income Housing
Tax Credits. The following are risks associated with some such subsidy programs:

         o        Obtaining tenants for the Housing Complexes. Government
                  regulations limit the types of people who can rent subsidized
                  housing. These regulations may make it more difficult to rent
                  the residential units in the Housing Complexes.

         o        Obtaining rent increases. In many cases rents can only be
                  increased with the prior approval of the subsidizing agency.

         o        Limitations on cash distributions. The amount of cash that may
                  be distributed to owners of subsidized Housing Complexes is
                  less than the amount that could be earned by the owners of
                  non-subsidized Housing Complexes.

         o        Limitations on sale or refinancing of the Housing Complexes. A
                  Local Limited Partnership may be unable to sell its Housing
                  Complex or to refinance its mortgage loan without the prior
                  approval of the subsidizer. The subsidizer may withhold such
                  approval in the discretion of the subsidizer. Approval may be
                  subject to conditions, including the condition that the
                  purchaser continues to operate the property as affordable
                  housing for terms which could be as long as 30 years or more.
                  In addition, any prepayment of a mortgage may result in the
                  assessment of a prepayment penalty.

         o        Limitations on transfers of interests in Local Limited
                  Partnerships. The Partnership may be unable to sell its
                  interest in a Local Limited Partnership without the prior
                  approval of the subsidizer. The subsidizer may withhold such
                  approval in the discretion of the subsidizer. Approval may be
                  subject to conditions.


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<PAGE>

         o        Limitations on removal and admission of Local General
                  Partners. The Partnership may be unable to remove a Local
                  General Partner from a Local Limited Partnership except for
                  cause, such as the violation of the rules of the subsidizer.
                  Regulations may prohibit the removal of a Local General
                  Partner or permit removal only with the prior approval of the
                  subsidizer. Regulations may also require approval of the
                  admission of a successor Local General Partner even upon the
                  death or other disability of a Local General Partner.

         o        Limitations on subsidy payments. Subsidy payments may be fixed
                  in amount and subject to annual legislative appropriations.
                  The rental revenues of a Housing Complex, when combined with
                  the maximum committed subsidy, may be insufficient to meet
                  obligations. Congress or the state legislature, as the case
                  may be, may fail to appropriate or increase the necessary
                  subsidy. In those events, the mortgage lender could foreclose
                  on the Housing Complex unless a workout arrangement could be
                  negotiated.

         o        Possible changes in applicable regulations. Legislation may be
                  enacted which adversely revises provisions of outstanding
                  mortgage loans. Such legislation has been enacted in the past.

         o        Limited Partners may not receive distributions if Housing
                  Complexes are sold. There is no assurance that Limited
                  Partners will receive any cash distributions from the sale or
                  refinancing of a Housing Complex. The price at which a Housing
                  Complex is sold may not be high enough to pay the mortgage and
                  other expenses which must be paid at such time. If that
                  happens, a Limited Partner's return may be derived only from
                  the Low Income Housing Tax Credits and tax losses.

         UNINSURED CASUALTIES COULD RESULT IN LOSSES AND RECAPTURE. There are
casualties which are either uninsurable or not economically insurable. These
include earthquakes, floods, wars and losses relating to hazardous materials or
environmental matters. If a Housing Complex experienced an uninsured casualty,
the Partnership could lose both its invested capital and anticipated profits in
such property. Even if the casualty were an insured loss, the Local Limited
Partnership might be unable to rebuild the destroyed property. A portion of
prior tax credits could be recaptured and future tax credits could be lost if
the Housing Complex were not restored within a reasonable period of time. And
liability judgments against the Local Limited Partnership could exceed available
insurance proceeds or otherwise materially and adversely affect the Local
Limited Partnership. The cost of liability and casualty insurance has increased
in recent years. Casualty insurance has become more difficult to obtain and may
require large deductible amounts.

         HOUSING COMPLEXES WITHOUT FINANCING OR OPERATING SUBSIDIES MAY BE
UNABLE TO PAY OPERATING EXPENSES. If a Local Limited Partnership were unable to
pay operating expenses, one result could be a forced sale of its Housing
Complex. If a forced sale occurs during the first 15 years of a Housing Complex,
a partial recapture of Low Income Housing Tax Credits could occur. In this
regard, some of the Local Limited Partnerships may own Housing Complexes which
have no subsidies other than Low Income Housing Tax Credits. Those Housing
Complexes do not have the benefit of below-market-interest-rate financing or
operating subsidies which often are important to the feasibility of low income
housing. Those Housing Complexes rely solely on rents to pay expenses. However,
in order for any Housing Complex to be eligible for Low Income Housing Tax
Credits, it must restrict the rent which may be charged to tenants. Over time,
the expenses of a Housing Complex will increase. If a Local Limited Partnership
cannot increase its rents, it may be unable to pay increased operating expenses.

         THE PARTNERSHIP'S INVESTMENT PROTECTION POLICIES WILL BE WORTHLESS IF
THE NET WORTH OF THE LOCAL GENERAL PARTNERS IS NOT SUFFICIENT TO SATISFY THEIR
OBLIGATIONS. There is a risk that the Local General Partners will be unable to
perform their financial obligations to the Partnership. The General Partner has
not established a minimum net worth requirement for the Local General Partners.
Rather, each Local General Partner demonstrates a net worth which the General
Partner believes is appropriate under the circumstances. The assets of the Local
General Partners are likely to consist primarily of real estate holdings and
similar assets. The fair market value of these types of assets is difficult to
estimate. These types of assets cannot be readily liquidated to satisfy the
financial guarantees and commitments which the Local General Partners make to
the Partnership. Moreover, other creditors may have claims on these assets. No
escrow accounts or other security arrangements will be established to ensure
performance of a Local General Partner's obligations. The cost to enforce a
Local General Partner's obligations may be high. If a Local General Partner does
not satisfy its obligations the Partnership may have no remedy, or the remedy
may be limited to removing the Local General Partner as general partner of the
Local Limited Partnership.


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<PAGE>

         FLUCTUATING ECONOMIC CONDITIONS CAN REDUCE THE VALUE OF REAL ESTATE.
Any investment in real estate is subject to risks from fluctuating economic
conditions. These conditions can adversely affect the ability to realize a
profit or even to recover invested capital. Among these conditions are:

         o        the general and local job market,

         o        the availability and cost of mortgage financing,

         o        monetary inflation,

         o        tax, environmental, land use and zoning policies,

         o        the supply of and demand for similar properties,

         o        neighborhood conditions,

         o        the availability and cost of utilities and water.

     For each of the years ended March 31, 2007, 2006, 2005 and 2004, a loss in
value of the Partnership's investments in Local Limited Partnerships other than
a temporary decline was recorded as an impairment loss in the Partnership's
financial statements. Impairment is measured by comparing the Partnership's
carrying amount in the investment to the sum of the total amount of the
remaining future Low Income Housing Tax Credits estimated to be allocated to the
Partnership and the estimated residual value to the Partnership. For the years
ended March 31, 2007, 2006, 2005 and 2004, impairment loss related to
investments in Local Limited Partnerships was $450,003, $275,383, $1,560,537 and
$916,713, respectively.

(C)      TAX RISKS OTHER THAN THOSE RELATING TO TAX CREDITS

In addition to the risks pertaining specifically to Low Income Housing Tax
Credits, there are other Federal income tax risks. Additional Federal income tax
risks associated with the ownership of Partnership Units and the operations of
the Partnership and the Local Limited Partnerships include, but are not limited
to, the following:

         NO OPINION OF COUNSEL AS TO CERTAIN MATTERS. No legal opinion is
obtained regarding matters:

         o        the determination of which depends on future factual
                  circumstances,

         o        which are peculiar to individual Limited Partners, or

         o        which are not customarily the subject of an opinion.

The more significant of these matters include:

         o        allocating purchase price among components of a property,
                  particularly as between buildings and fixtures, the cost of
                  which is depreciable, and the underlying land, the cost of
                  which is not depreciable,

         o        characterizing expenses and payments made to or by the
                  Partnership or a Local Limited Partnership,

         o        identifying the portion of the costs of any Housing Complex
                  which qualify for historic and other tax credits,


         o        applying to any specific Limited Partner the limitation on the
                  use of tax credits and tax losses. Limited Partners must
                  determine for themselves the extent to which they can use tax
                  credits and tax losses, and

         o        the application of the alternative minimum tax to any specific
                  Limited Partner, or the calculation of the alternative minimum
                  tax by any Limited Partner. The alternative minimum tax could
                  reduce the tax benefits from an investment in the Partnership.

There can be no assurance, therefore, that the IRS will not challenge some of
the tax positions adopted by the Partnership. The courts could sustain an IRS
challenge. An IRS challenge, if successful, could have a detrimental effect on
the Partnership's ability to realize its investment objectives.

         PASSIVE ACTIVITY RULES WILL LIMIT DEDUCTION OF THE PARTNERSHIP'S LOSSES
AND IMPOSE TAX ON INTEREST INCOME. The Internal Revenue Code imposes limits on
the ability of most investors to claim losses from investments in real estate.
An individual may claim these so-called passive losses only as an offset to
income from investments in real estate or rental activities. An individual may
not claim passive losses as an offset against other types of income, such as
salaries, wages, dividends and interest. These passive activity rules will
restrict the ability of most Limited Partners to use losses from the Partnership
as an offset of non-passive income.


                                       9
<PAGE>

         THE PARTNERSHIP MAY EARN INTEREST INCOME ON ITS RESERVES AND LOANS. The
passive activity rules generally will categorize interest as portfolio income,
and not passive income. Passive losses cannot be used as an offset to portfolio
income. Consequently, a Limited Partner could pay tax liability on portfolio
income from the Partnership.

         AT RISK RULES MIGHT LIMIT DEDUCTION OF THE PARTNERSHIP'S LOSSES. If a
significant portion of the financing used to purchase Housing Complexes does not
consist of qualified nonrecourse financing, the "at risk" rules will limit a
Limited Partner's ability to claim Partnership losses to the amount the Limited
Partner invests in the Partnership. The "at risk" rules of the Internal Revenue
Code generally limit a Limited Partner's ability to deduct Partnership losses to
the sum of:

         o        the amount of cash the Limited Partner invests in the
                  Partnership, and

         o        the Limited Partner's share of Partnership qualified
                  nonrecourse financing.

Qualified nonrecourse financing is non-convertible, nonrecourse debt which is
borrowed from a government, or with exceptions, any person actively and
regularly engaged in the business of lending money.

         TAX LIABILITY ON SALE OF A HOUSING COMPLEX OR LOCAL LIMITED PARTNERSHIP
INTEREST MAY EXCEED THE CASH AVAILABLE FROM THE SALE. When a Local Limited
Partnership sells a Housing Complex it will recognize gain. Such gain is equal
to the difference between:

         o        the sales proceeds plus the amount of indebtedness secured by
                  the Housing Complex, and

         o        the adjusted basis for the Housing Complex. The adjusted basis
                  for a Housing Complex is its original cost, plus capital
                  expenditures, minus depreciation.

Similarly, when the Partnership sells an interest in a Local Limited Partnership
the Partnership will recognize gain. Such gain is equal to the difference
between:

         o        the sales proceeds plus the Partnership's share of the amount
                  of indebtedness secured by the Housing Complex, and

         o        the adjusted basis for the interest. The adjusted basis for an
                  interest in a Local Limited Partnership is the amount paid for
                  the interest, plus income allocations and cash distributions,
                  less loss allocations.

Accordingly, gain will be increased by the depreciation deductions taken during
the holding period for the Housing Complex. In some cases, a Limited Partner
could have a tax liability from a sale greater than the cash distributed to the
Limited Partner from the sale.

         ALTERNATIVE MINIMUM TAX LIABILITY COULD REDUCE A LIMITED PARTNER'S TAX
BENEFITS. If a Limited Partner pays alternative minimum tax, the Limited Partner
could suffer a reduction in benefits from an investment in the Partnership. The
application of the alternative minimum tax is personal to each Limited Partner.
Tax credits may not be utilized to reduce alternative minimum tax liability.

         IRS COULD AUDIT THE RETURNS OF THE PARTNERSHIP, THE LOCAL LIMITED
PARTNERSHIPS OR THE LIMITED PARTNERS. The IRS can audit the Partnership or a
Local Limited Partnership at the entity level with regard to issues affecting
the entity. The IRS does not have to audit each Limited Partner in order to
challenge a position taken by the Partnership or a Local Limited Partnership.
Similarly, only one judicial proceeding can be filed to contest an IRS
determination. A contest by the Partnership of any IRS determination might
result in high legal fees.

         AN AUDIT OF THE PARTNERSHIP OR A LOCAL LIMITED PARTNERSHIP ALSO COULD
RESULT IN AN AUDIT OF A LIMITED PARTNER. An audit of a Limited Partner's tax
returns could result in adjustments both to items that are related to the
Partnership and to unrelated items. The Limited Partner could then be required
to file amended tax returns and pay additional tax plus interest and penalties.

         A SUCCESSFUL IRS CHALLENGE TO TAX ALLOCATIONS OF THE PARTNERSHIP OR A
LOCAL LIMITED PARTNERSHIP WOULD REDUCE THE TAX BENEFITS OF AN INVESTMENT IN THE
PARTNERSHIP. Under the Internal Revenue Code, a partnership's allocation of

                                       10
<PAGE>

income, gains, deductions, losses and tax credits must have substantial economic
effect. Substantial economic effect is a highly-technical concept. The
fundamental principle is two-fold. If a partner will benefit economically from
an item of partnership income or gain, that item must be allocated to him so
that he bears the correlative tax burden. Conversely, if a partner will suffer
economically from an item of partnership deduction or loss, that item must be
allocated to him so that he bears the correlative tax benefit. If a
partnership's allocations do not have substantial economic effect, then the
partnership's tax items are allocated in accordance with each partner's interest
in the partnership. The IRS might challenge the allocations made by the
Partnership:

         o        between the Limited Partners and the General Partner,

         o        among the Limited Partners, or

         o        between the Partnership and a Local General Partner.

If any allocations were successfully challenged, a greater share of the income
or gain or a lesser share of the losses or tax credits might be allocated to the
Limited Partners. This would increase the tax liability or reduce the tax
benefits to the Limited Partners.

         TAX LIABILITIES COULD ARISE IN LATER YEARS OF THE PARTNERSHIP. After a
period of years following commencement of operations by a Local Limited
Partnership, the Local Limited Partnership may generate profits rather than
losses. A Limited Partner would have tax liability on his share of such profits
unless he could offset the income with:

         o        unused passive losses from the Partnership or other
                  investments, or

         o        current passive losses from other investments.

In such circumstances, the Limited Partner would not receive a cash distribution
from the Partnership with which to pay any tax liability.

         IRS CHALLENGE TO TAX TREATMENT OF EXPENDITURES COULD REDUCE LOSSES. The
IRS may contend that fees and payments of the Partnership or a Local Limited
Partnership:

         o        should be deductible over a longer period of time or in a
                  later year,

         o        are excessive and may not be capitalized or deducted in full,

         o        should be capitalized and not deducted, or

         o        may not be included as part of the basis for computing tax
                  credits.

Any such contention by the IRS could adversely impact, among other things:

         o        the eligible basis of a Housing Complex used to compute Low
                  Income Housing Tax Credits,

         o        the adjusted basis of a Housing Complex used to compute
                  depreciation,

         o        the correct deduction of fees,

         o        the amortization of organization and offering expenses and
                  start-up expenditures.

If the IRS were successful in any such contention, the anticipated Low Income
Housing Tax Credits and losses of the Partnership would be reduced, perhaps
substantially.

         CHANGES IN TAX LAW MIGHT REDUCE THE VALUE OF LOW INCOME HOUSING TAX
CREDITS. Although all Low Income Housing Tax Credits are allocated to a Housing
Complex at commencement of the 10-year credit period, there can be no assurance
that future legislation may not adversely affect an investment in the
Partnership. For example, legislation could reduce or eliminate the value of Low
Income Housing Tax Credits. In this regard, before 1986, the principal tax
benefit of an investment in low income housing was tax losses. These tax losses
generally were used to reduce an investor's income from all sources on a
dollar-for-dollar basis. Investments in low income housing were made in reliance
on the availability of such tax benefits. However, tax legislation enacted in
1986 severely curtailed deduction of such losses.



                                       11
<PAGE>

         NEW ADMINISTRATIVE OR JUDICIAL INTERPRETATIONS OF THE LAW MIGHT REDUCE
THE VALUE OF TAX CREDITS. Many of the provisions of the Internal Revenue Code
related to low income housing and real estate investments have not been
interpreted by the IRS in regulations, rulings or public announcements, or by
the courts. In the future, these provisions may be interpreted or clarified by
the IRS or the courts in a manner adverse to the Partnership or the Local
Limited Partnerships. The IRS constantly reviews the Federal tax rules, and can
revise its interpretations of established concepts. Any such revisions could
reduce or eliminate tax benefits associated with an investment in the
Partnership.

         STATE INCOME TAX LAWS MAY ADVERSELY AFFECT THE LIMITED PARTNERS. A
Limited Partner may be required to file income tax returns and be subject to tax
and withholding in each state or local taxing jurisdiction in which: a Housing
Complex is located, the Partnership or a Local Limited Partnership engages in
business activities, or the Limited Partner is a resident. Corporate Limited
Partners may be required to pay state franchise taxes.

         THE TAX TREATMENT OF PARTICULAR ITEMS UNDER STATE OR LOCAL INCOME TAX
LAWS MAY VARY MATERIALLY FROM THE FEDERAL INCOME TAX TREATMENT OF SUCH ITEMS.
Nonetheless, many of the Federal income tax risks associated with an investment
in the Partnership may also apply under state or local income tax law. The
Partnership may be required to withhold state taxes from distributions or income
allocations to Limited Partners in some instances.

(D)      RISKS RELATED TO THE PARTNERSHIP AND THE PARTNERSHIP AGREEMENT

         THE PARTNERSHIP MAY BE UNABLE TO TIMELY PROVIDE FINANCIAL REPORTS TO
THE LIMITED PARTNERS WHICH WOULD ADVERSELY AFFECT THEIR ABILITY TO MONITOR
PARTNERSHIP OPERATIONS. Historically, the Partnership has been unable to timely
file and provide investors with all of its required periodic reports. In some
instances, the delay has been substantial. Each Local General Partner is
required to retain independent public accountants and to report financial
information to the Partnership in a timely manner. There cannot be any assurance
that the Local General Partners will satisfy these obligations. If not, the
Partnership would be unable to provide to the Limited Partners in a timely
manner its financial statements and other reports. That would impact the Limited
Partners' ability to monitor Partnership operations. The Partnership's failure
to meet its filing requirements under the Securities Exchange Act of 1934 could
reduce the liquidity for the Partnership Units due to the unavailability of
public information concerning the Partnership. The failure to file could also
result in sanctions imposed by the SEC. Any defense mounted by the Partnership
in the face of such sanctions could entail legal and other fees, which would
diminish cash reserves.

         LACK OF LIQUIDITY OF INVESTMENT. It is unlikely that a public market
will develop for the purchase and sale of Partnership Units. Accordingly,
Limited Partners may not be able to sell their Partnership Units promptly or at
a reasonable price. Partnership Units should be considered as a long-term
investment because the Partnership is unlikely to sell any Local Limited
Partnership Interests for at least 15 years. Partnership Units cannot be
transferred to tax-exempt or foreign entities, or through a secondary market.
The General Partner can deny effectiveness of a transfer if necessary to avoid
adverse tax consequences from the transfer. The General Partner does not
anticipate that any Partnership Units will be redeemed by the Partnership.

         THE LIMITED PARTNERS WILL NOT CONTROL THE PARTNERSHIP AND MUST RELY
TOTALLY ON THE GENERAL PARTNER. The General Partner will make all management
decisions for the Partnership. Management decisions include exercising powers
granted to the Partnership by a Local Limited Partnership. Limited Partners have
no right or power to take part in Partnership management.

Individual Limited Partners will have no recourse if they disagree with actions
authorized by a vote of the majority. The Partnership Agreement grants to
Limited Partners owning more than 50% of the Partnership Units the right to:

         o        remove the General Partner and elect a replacement general
                  partner,

         o        amend the Partnership Agreement,

         o        terminate the Partnership.

Accordingly, a majority-in-interest of the Limited Partners could cause any such
events to occur, even if Limited Partners owning 49% of the Partnership Units
opposed such action.


                                       12
<PAGE>

         LIMITATIONS ON LIABILITY OF THE GENERAL PARTNER TO THE PARTNERSHIP. The
ability of Limited Partners to sue the General Partner and it affiliates is
subject to limitations. The Partnership Agreement limits the liability of the
General Partner and it affiliates to the Limited Partners. The General Partner
and it affiliates will not be liable to the Limited Partners for acts and
omissions: performed or omitted in good faith, and performed or omitted in a
manner which the General Partner reasonably believed to be within the scope of
its authority and in the best interest of the Limited Partners, provided such
conduct did not constitute negligence or misconduct.

Therefore, Limited Partners may be less able to sue the General Partner and it
affiliates than would be the case if such provisions were not included in the
Partnership Agreement.

         PAYMENT OF FEES TO THE GENERAL PARTNER AND ITS AFFILIATES REDUCES CASH
AVAILABLE FOR INVESTMENT IN LOCAL LIMITED PARTNERSHIPS. The General Partner and
it affiliates perform many services for the Partnership. They are paid fees for
these services, which reduce the amount of the cash available for investment in
Local Limited Partnerships. Accordingly, an investor investing directly in a low
income housing apartment complex would have a greater amount available for
investment than an investor investing in low income housing through the
Partnership.

         ASSOCIATES AND ITS AFFILIATES ARE SERVING AS THE GENERAL PARTNERS OF
MANY OTHER PARTNERSHIPS. Depending on their corporate area of responsibility,
the officers of Associates initially devote approximately 5% to 50% of their
time to the Partnership. These individuals spend significantly less time devoted
to the Partnership after the investment of the Partnership`s capital in Local
Limited Partnerships.

         THE INTERESTS OF LIMITED PARTNERS MAY CONFLICT WITH THE INTERESTS OF
THE GENERAL PARTNER AND ITS AFFILIATES. The General Partner and its affiliates
are committed to the management of more than 100 other limited partnerships that
have investments similar to those of the Partnership. The General Partner and
its affiliates receive substantial compensation from the Partnership. The
General Partner decides how the Partnership's investments in Housing Complexes
are managed, and when the investments will be sold. The General Partner may face
a conflict in these circumstances because the General Partner's share of fees
and cash distributions from the transaction may be more or less than their
expected share of fees if a Housing Complex were not sold. The result of these
conflicts could be that a Partnership may make investments which are less
desirable, or on terms which are less favorable, to the Partnership than might
otherwise be the case. The Partnership has not developed any formal process for
resolving conflicts of interest. However, the General Partner is subject to a
fiduciary duty to exercise good faith and integrity in handling the affairs of
the Partnership, and that duty will govern its actions in all such matters.
Furthermore, the manner in which the Partnership can operate and sell
investments are subject to substantial restrictions in the Partnership
Agreement.

         Anticipated future and existing cash resources of the Partnership are
not sufficient to pay existing liabilities of the Partnership. However,
substantially all of the existing liabilities of the Partnership are payable to
the General Partner and/or its affiliates.

         The Partnership's accrued payables consist primarily of the asset
management fees payable to the General Partner. These accrued payables increased
by approximately $41,000, $44,000, $44,000 and $44,000 for the years ended March
31, 2007, 2006, 2005 and 2004, respectively. The Partnership's future
contractual cash obligations consist solely of its obligations to pay future
annual asset management fees. These will equal approximately $42,000 per year
through the termination of the Partnership, which must occur no later than
December 31, 2050. Though the amounts payable to the General Partner and/or its
affiliates are contractually currently payable, the Partnership anticipates that
the General Partner and/or its affiliates will not require the payment of these
contractual obligations until capital reserves are in excess of the aggregate of
the existing contractual obligations and anticipated future foreseeable
obligations of the Partnership. The Partnership would be adversely affected
should the General Partner and/or its affiliates demand current payment of the
existing contractual obligations and or suspend services for this or any other
reason.

         Associates agreed to continue providing advances sufficient enough to
fund the operations and working capital requirements of the Partnership through
March 31, 2009.


                                       13
<PAGE>


ITEM 5A.

a)   The Partnership Units are not traded on a public exchange but were sold
     through a public offering. It is not anticipated that any public market
     will develop for the purchase and sale of any Partnership Units and none
     exists. Partnership Units can be assigned or otherwise transferred only if
     certain requirements in the Partnership Agreement are satisfied.

b)   At March 31, 2007, 2006, 2005 and 2004, there were 822, 822, 818, and 817
     Limited Partners, respectively, and 12, 10, 9, and 8, assignees of
     Partnership Units who were not admitted as Limited Partners, respectively.

c)   The Partnership was not designed to provide cash distributions to Limited
     Partners in circumstances other than, perhaps, refinancing or disposition
     of its investments in Local Limited Partnerships. Any such distributions
     would be made in accordance with the terms of the Partnership Agreement.
     For all years presented there were no such distributions paid to the
     Limited Partners.

d)   No securities are authorized for issuance by the Partnership under equity
     compensation plans.

e)   The Partnership does not issue common stock

f)   No unregistered securities were sold by the Partnership during the years
     ended March 31, 2007, 2006, 2005 and 2004.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

With the exception of the discussion regarding historical information, this
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other discussions elsewhere in this Form 10-K contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties and other factors which may involve known and unknown risks that
could cause actual results of operations to differ materially from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.

Risks and uncertainties inherent in forward looking statements include, but are
not limited to, our future cash flows and ability to obtain sufficient
financing, level of operating expenses, conditions in the Low Income Housing Tax
Credits property market and the economy in general, as well as legal
proceedings. Historical results are not necessarily indicative of the operating
results for any future period.

Subsequent written and oral forward looking statements attributable to the
Partnership or persons acting on its behalf are expressly qualified in their
entirety by cautionary statements in this Form 10-K and in other reports filed
with the Securities and Exchange Commission. The following discussion should be
read in conjunction with the Financial Statements and the Notes thereto included
elsewhere in this filing.

CRITICAL ACCOUNTING POLICIES AND CERTAIN RISKS AND UNCERTAINTIES

The Partnership believes that the following discussion addresses the
Partnership's most significant accounting policies, which are the most critical
to aid in fully understanding and evaluating the Partnership's reported
financial results, and certain of the Partnership's risks and uncertainties.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could materially differ from those
estimates.


                                       14
<PAGE>

METHOD OF ACCOUNTING FOR INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnerships' results of operations
and for any contributions made and distributions received. The Partnership
reviews the carrying amount of an individual investment in a Local Limited
Partnership for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such investment may not be recoverable.
Recoverability of such investment is measured by the estimated value derived by
management, generally consisting of the product of the remaining future Low
Income Housing Tax Credits estimated to be allocable to the Partnership and the
estimated residual value to the Partnership. If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any
such Local Limited Partnership. The accounting policies of the Local Limited
Partnerships, generally, are expected to be consistent with those of the
Partnership. Costs incurred by the Partnership in acquiring the investments are
capitalized as part of the investment account and are being amortized over 30
years. (See Notes 2 and 3 to the financial statements)

"Equity in losses of Local Limited Partnerships" for each year ended March 31
has been recorded by the Partnership based on nine months of reported results
provided by the Local Limited Partnerships for each year ended December 31 and
on three months of results estimated by management of the Partnership.
Management's estimate for the three-month period is based on either actual
unaudited results reported by the Local Limited Partnerships or historical
trends in the operations of the Local Limited Partnerships. In subsequent annual
financial statements, upon receiving the actual annual results reported by the
Local Limited Partnerships, management reverses its prior estimate and records
the actual results reported by the Local Limited Partnerships. Equity in losses
from the Local Limited Partnerships allocated to the Partnership is not
recognized to the extent that the investment balance would be adjusted below
zero. As soon as the investment balance reaches zero, amortization of the
related costs of acquiring the investment are impaired.

Distributions received from the Local Limited Partnerships are accounted for as
a reduction of the investment balance. Distributions received after the
investment has reached zero are recognized as distribution income. If the Local
Limited Partnerships report net income in future years, the Partnership will
resume applying the equity method only after its share of such net income equals
the share of net losses not recognized during the period(s) the equity method
was suspended.

The Partnership does not consolidate the accounts and activities of the Local
Limited Partnerships which are Variable Interest Entities under Financial
Accounting Standards Board Interpretation No. 46-Revised, "Consolidation of
Variable Interest Entities", because the Partnership is not considered the
primary beneficiary. The Partnership's balance in Investments in Local Limited
Partnerships represents the maximum exposure to loss in connection with such
investments. The Partnership's exposure to loss on the Local Limited
Partnerships is mitigated by the condition and financial performance of the
underlying Housing Complexes as well as the strength of the Local General
Partners.

INCOME TAXES

No provision for income taxes has been recorded in the financial statements as
any liabilities and/or benefits from income taxes flow to the partners of the
Partnership and are their obligations and/or benefits. For income tax purposes,
the Partnership reports on a calendar year basis.

CERTAIN RISKS AND UNCERTAINTIES

See Item 1A for a discussion of risks regarding the Partnership.

To date, certain Local Limited Partnerships have incurred significant operating
losses and have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partners may be
required to sustain the operations of such Local Limited Partnerships. If
additional capital contributions are not made when they are required, the
Partnership's investment in certain of such Local Limited Partnerships could be
lost, and the loss and recapture of the related Low Income Housing Tax Credits
could occur.


                                       15
<PAGE>

TROUBLED HOUSING COMPLEXES

One Local Limited Partnership, Crossing II Limited Dividend Housing Association
LP ("Crossings II") started to experience operational issues during the year
ended March 31, 2005. As interest rates were falling, this particular market saw
an increasing number of people purchasing first time homes, thereby, causing
high vacancy rates. This particular area of Michigan is experiencing an overall
low occupancy issue. The low occupancy was the primary reason for the
properties' cash flow issues. The Local General Partner continues to make
advances to the property to help fund its operations. The Partnership received
all the Low Income Housing Tax Credits from Crossings II. The final credits were
taken in 2007. The Local Limited Partnership's General Partner is looking to
purchase the Partnership's limited partnership interest in Crossings II. The
General Partner is going to post a surety bond to protect the Partnership from
tax credit recapture. The anticipated closing date of this transaction is April
of 2008.

The Partnership has two investments, consisting of 99% limited partnership
interests in each of Broken Bow Apartments I, Limited Partnership ("Broken Bow")
and Sidney Apartments I, Limited Partnership ("Sidney").

Due to operational difficulties and negative cash flows in 2000, foreclosure
procedures were commenced by the lender of these two Local Limited Partnerships.
As a result, the Partnerships , Broken Bow and Sidney, in addition to a WNC
subsidiary executed a work-out agreement with the lender (the "Agreement"),
which was effective December 14, 2001. Broken Bow was required to pay to the
lender $165,000 as a partial settlement of the indebtedness due and owed by
Broken Bow due to the fact that their loan was a construction loan. The
Partnership advanced the aforementioned monies to Broken Bow and fully reserved
the amount as of March 31, 2002. The balance of the indebtedness owed to the
lender by Broken Bow was satisfied by the execution of two promissory notes.
Simultaneously, the balance of the indebtedness owed to the lender by Sidney was
also satisfied by the execution of two promissory notes. The Partnership and a
WNC subsidiary had executed a guarantee for the payment of both notes of Broken
Bow and Sidney. In addition, several other commitments were made. Broken Bow and
Sidney had also executed a grant deed to the lender in the event that any of the
entities defaulted under the terms and provisions of the notes. The deeds were
held in escrow, and if Broken Bow or Sidney defaults on either note, the lender
may, at its option, record the respective deed. In addition, the Partnership had
under the promissory notes assigned the lender as additional collateral all of
its residual value interests, as defined, in all of the Local Limited
Partnerships. The Partnership and the Local Limited Partnerships were prohibited
from selling, assigning, transferring or further encumbering the Housing
Complexes retained by each Local Limited Partnership without the lenders
acknowledgement.

On March 24, 2006 Broken Bow and Sidney had the promissory notes refinanced and
as a result the Partnership and a WNC subsidiary were relieved of their
obligations as guarantors for these two Local Limited Partnerships. The
Partnership was also released of pledging additional collateral in the form of
its residual value interests.

FINANCIAL CONDITION

FOR THE YEAR ENDED MARCH 31, 2007

The Partnership's assets at March 31, 2007 consisted primarily of $20,000 in
cash, and aggregate investments in twenty-one Local Limited Partnerships of
$970,000 (See "Method of Accounting for Investments in Local Limited
Partnerships"). Liabilities at March 31, 2007 primarily consisted of $618,000 of
accrued annual management fees and advances payable to the General Partner
and/or its affiliates. (See "Future Contractual Cash Obligations" below)

FOR THE YEAR ENDED MARCH 31, 2006

The Partnership's assets at March 31, 2006 consisted primarily of $17,000 in
cash, and aggregate investments in twenty-two Local Limited Partnerships of
$1,750,000 (See "Method of Accounting for Investments in Local Limited
Partnerships"). Liabilities at March 31, 2006 primarily consisted of $550,000 of
accrued annual management fees and advances payable to the General Partner
and/or its affiliates. (See "Future Contractual Cash Obligations" below)


                                       16
<PAGE>

FOR THE YEAR ENDED MARCH 31, 2005

The Partnership's assets at March 31, 2005 consisted primarily of $16,000 in
cash aggregate investments in twenty-two Local Limited Partnerships of
$2,558,000 (See "Method of Accounting for Investments in Local Limited
Partnerships") and other assets of $1,000. Liabilities at March 31, 2005
primarily consisted of $ 476,000 of accrued annual management fees and advances
payable to the General Partner and/or its affiliates. (See "Future Contractual
Cash Obligations" below)

FOR THE YEAR ENDED MARCH 31, 2004

The Partnership's assets at March 31, 2004 consisted primarily of $9,000 in cash
aggregate investments in twenty-two Local Limited Partnerships of $4,659,000
(See "Method of Accounting for Investments in Local Limited Partnerships") and
other assets of $1,000. Liabilities at March 31, 2004 primarily consisted of
$404,000 of accrued annual management fees and advances payable to the General
Partner and/or its affiliates. (See "Future Contractual Cash Obligations" below)

RESULTS OF OPERATIONS

YEAR ENDED MARCH 31, 2007 COMPARED TO YEAR ENDED MARCH 31, 2006 The
Partnership's net loss for the year ended March 31, 2007 was $(846,000),
reflecting an decrease of $35,000 from the net loss experienced for the year
ended March 31, 2006 of $(881,000). The decrease in net loss in due to a
decrease in the equity in losses from Local Limited Partnership of $181,000 due
to the fact that as of March 31, 2007 the Partnership had remaining investment
balances in only two Local Limited Partnership's compared to six remaining
investment balances as of March 31, 2006. Since the Partnership's liability with
respect to its investments is limited, losses in excess of investment are not
recognized. The decrease in the equity in losses from Local Limited Partnership
is off set by an increase in loss from operations of $(146,000). The change in
loss from operations is due to a $(175,000) increase in impairment loss. The
impairment loss can vary each year depending on the annual decrease in Low
Income Housing Tax Credits allocated to the fund and the current estimated
residual value of the investments compared to the current carrying value of each
of the investments. There was a decrease of $25,000 in bad debt expense to
$15,000 for the year ended March 31, 2007 from $40,000 for the year ended March
31, 2006. This was due to the Partnership advancing $40,000 to a Local Limited
Partnership during the year ended March 31, 2006 and fully reserving the advance
compared to only $15,000 having to be advanced and reserved in full for the year
ended March 31, 2007. The accounting and legal expense increased by $17,000 for
the year ended March 31, 2007 compared to the year ended March 31, 2006, due to
a timing issue of the accounting work being performed. Due to a majority of the
accounting work being performed during the year ended March 31, 2008, the
Partnership expects a large increase for the year ended March 31, 2008. The
other expenses decreased by $3,000 while amortization decreased by $9,000. The
decrease in amortization is due to the fact that when a Local Limited
Partnership's investment balance reaches zero the acquisition costs and fees
associated with that investment are expensed. Distribution income increased by
$9,000 for the year ended March 31, 2007 compared to the year ended March 31,
2006 which was offset by the reporting fees decreasing by $(1,000) for the year
ended March 31, 2007. Distribution and reporting fee income fluctuate from year
to year due to the fact that Local Limited Partnerships pay those fees to the
Partnership when the Local Limited Partnership's cash flow will allow for the
payment.

YEAR ENDED MARCH 31, 2006 COMPARED TO YEAR ENDED MARCH 31, 2005 The Partnerships
net loss for the year ended March 31, 2006 was $(881,000), reflecting a decrease
of $1,285,000 from the net loss experienced for the year ended March 31, 2005 of
$(2,166,000). That decrease was largely due to a decrease in loss from
operations of $1,280,000. The change in loss from operations was primarily due
to a $1,285,000 decrease in impairment loss. The impairment loss can vary each
year depending on the annual decrease in tax credits allocated to the fund and
the current estimated residual value of the investments compared to the current
carrying value of each of the investments. There was an increase of $(29,000) in
bad debt expense to $40,000 for the year ended March 31, 2006 from $11,000 for
the year ended March 31, 2005. This was due to the Partnership advancing $40,000
to a Local Limited Partnership during the year ended March 31, 2006 and fully
reserving the advance compared to only $11,000 having to be advanced and
reserved for in full for the year ended March 31, 2005. The accounting and legal
expense decreased by $18,000 for the year ended March 31, 2006 compared to the
year ended March 31, 2005, due to a timing issue of the accounting work being
performed. The other expenses increased by $(2,000) and amortization expense
decreased by $3,000. The reporting fee income increased by $1,000 for the year

                                       17
<PAGE>

ended March 31, 2006 due to the fact that Local Limited Partnerships pay the
reporting fee to the Partnership when the Local Limited Partnership's cash flow
will allow for the payment. Distribution income also increased by $3,000 for the
year ended March 31, 2006 compared to the year ended March 31, 2005.
Additionally, equity in losses of Local Limited Partnerships decreased by $6,000
due to the fact that as of March 31, 2006 the Partnership had remaining
investment balances in only six Local Limited Partnership's compared to nine
remaining investment balances as of March 31, 2005. Since the Partnership's
liability with respect to its investments is limited, losses in excess of
investment are not recognized.

YEAR ENDED MARCH 31, 2005 COMPARED TO YEAR ENDED MARCH 31, 2004 The Partnerships
net loss for the year ended March 31, 2005 was $(2,166,000), reflecting an
increase of $(674,000) from the net loss experienced for the year ended March
31, 2004 of $(1,492,000). That increase was primarily due to an increase in loss
from operations of $(650,000). The change in loss from operations was due to a
$(644,000) increase in impairment loss. The impairment loss can vary each year
depending on the annual decrease in tax credits allocated to the fund and the
current estimated residual value of the investments compared to the current
carrying value of each of the investments. The bad debt expense increased by
$(11,000) to $(11,000) for the year ended March 31, 2005 from $0 for the year
ended March 31, 2004. This was due to the Partnership advancing $11,000 to a
Local Limited Partnership during the year ended March 31, 2005 and fully
reserving the advance compared to no advances having to be made during the year
ended March 31, 2004. The accounting and legal expense increased by $(1,000) for
the year ended March 31, 2005 compared to the year ended March 31, 2004.
Additionally, amortization decreased by $6,000 due to the fact that when a Local
Limited Partnership's investment balance reaches zero the acquisition costs and
fees associated with that investment are expensed. Reporting fees also decreased
by $(6,000). In addition to the increase in loss from operations, equity in
losses of Local Limited Partnership increased by $(24,000) for the year ended
March 31, 2005. The equity in losses can vary each year depending on the
operations of each of the Local Limited Partnerships.

YEAR ENDED MARCH 31, 2004 COMPARED TO YEAR ENDED MARCH 31, 2003 The Partnerships
net loss for the year ended March 31, 2004 was $(1,492,000), reflecting an
increase of $(854,000) from the net loss experienced for the year ended March
31, 2003 of $(638,000). That decrease was primarily due to an increase in loss
from operations of $(910,000). The change in loss from operations is primarily
due to a $(917,000) increase in impairment loss. The Partnership changed the way
it evaluated impairment during the year ended March 31, 2004, by comparing tax
credits allocated to the fund and the current estimated residual value of the
investments compared to the current carrying value of each of the investments.
There was a decrease of $3,000 in bad debt expense from $3,000 for the year
ended March 31, 2003 to $0 for the year ended March 31, 2004. The accounting and
legal expense increased by $(2,000) for the year ended March 31, 2004 compared
to the year ended March 31, 2003, due to a timing issue of the accounting work
being performed. Other expenses increased by $(3,000) and reporting fees
increased by $7,000 for the year ended March 31, 2004 due to the fact that Local
Limited Partnerships pay the reporting fee to the Partnership when the Local
Limited Partnership's cash flow will allow for the payment. Distribution income
also increased by $1,000 for the year ended March 31, 2004. The increase in loss
from operations was offset by a decrease in the equity in losses of Local
Limited Partnerships of $56,000 the equity in losses can vary each year
depending on the operations of each of the Local Limited Partnerships.

YEAR ENDED MARCH 31, 2003 COMPARED TO YEAR ENDED MARCH 31, 2002. The
Partnerships net loss for the year ended March 31, 2003 was $(638,000),
reflecting a decrease of $331,000 from the net loss experienced for the year
ended March 31, 2002 of $(969,000). The decrease in net loss is due to a
decrease in the equity in losses of Local Limited Partnerships of $188,000 along
with a decrease in loss from operations of $145,000. The decrease in loss from
operations was primarily due to a $162,000 decrease in bad debt expense offset
by an increase of $(17,000) in accounting and legal fees and a decrease of
$2,000 in other expenses. The remaining decrease was due to a decrease of
$(2,000) in reporting fees and a decrease of $2,000 in interest income.

LIQUIDITY AND CAPITAL RESOURCES

YEAR ENDED MARCH 31, 2007 COMPARED TO YEAR ENDED MARCH 31, 2006. The net cash
provided during the year ended March 31, 2007 was $3,000 compared to net cash
provided of $1,000 for the year ended March 31, 2006. The net change of $2,000
was due to net cash being provided by (used in) operating activities increasing
from $3,000 for the year ended March 31, 2007 compared to $(11,000) for the year
ended March 31, 2006. This was offset by the decrease in net cash provided by
investing activities of $12,000 for the year ended March 31, 2006 compared to $0


                                       18
<PAGE>

for the year ended March 31, 2007. For the year ended March 31, 2007 the
Partnership paid the General Partner and affiliates approximately $69,000 for
asset management fees and reimbursement for expenses paid on behalf of the
Partnership compared to $74,000 paid for the year ended March 31, 2006, which is
a $5,000 decrease in cash used.

YEAR ENDED MARCH 31, 2006 COMPARED TO YEAR ENDED MARCH 31, 2005. The net
increase in cash during the year ended March 31, 2006 was $1,000 compared to a
net increase in cash for the year ended March 31, 2005 of $7,000. The net change
of $(6,000) was primarily due to net cash used in operating activities
increasing from $(5,000) for the year ended March 31, 2005 to $(11,000) for the
year ended March 31, 2006. For the year ended March 31, 2006 the Partnership
paid the General Partner and affiliates approximately $74,000 for asset
management fees and reimbursement for expenses paid on behalf of the Partnership
compared to $72,000 paid for the year ended March 31, 2005, which is a $(2,000)
increase in cash used.

YEAR ENDED MARCH 31, 2005 COMPARED TO YEAR ENDED MARCH 31, 2004. The net
increase in cash during the year ended March 31, 2005 was $7,000 compared to a
net decrease in cash for the year ended March 31, 2004 of $(7,000). The net
change of $14,000 was primarily due to net cash being used in operating
activities decreasing from $(20,000) for the year ended March 31, 2005 to
$(20,000) for the year ended March 31, 2004. For the year ended March 31, 2005
the Partnership paid the General Partner and affiliates approximately $72,000
for asset management fees and reimbursement for expenses paid on behalf of the
Partnership compared to $45,000 paid for the year ended March 31, 2004, which is
a $27,000 decrease in cash used.

YEAR ENDED MARCH 31, 2004 COMPARED TO YEAR ENDED MARCH 31, 2003. The net
decrease in cash during the year ended March 31, 2004 was $(7,000) compared to a
net decrease in cash for the year ended March 31, 2003 of $(16,000). This
decrease of $9,000 was due to a decrease in cash used in operating activities of
$9,000. For the year ended March 31, 2004 the Partnership paid the General
Partner and affiliates approximately $45,000 for asset management fees and
reimbursement for expenses paid on behalf of the Partnership compared to $43,000
paid for the year ended March 31, 2003, resulting in a net difference of $2,000
more cash used during March 31, 2004. The accrued fees and expenses due to
General Partner and affiliate also increased by $45,000 for the year ended March
31, 2004,

YEAR ENDED MARCH 31, 2003 COMPARED TO YEAR ENDED MARCH 31, 2002. The net
decrease in cash during the year ended March 31, 2003 was $(16,000), compared to
a net decrease in cash for the year ended March 31, 2002 of $(52,000). This
change of $36,000 was due to a decrease in cash used in operating activities of
$23,000. For the year ended March 31, 2003 the Partnership paid the General
Partner and affiliates approximately $43,000 for asset management fees and
reimbursement for expenses paid on behalf of the Partnership compared to
$209,000 paid for the year ended March 31, 2002, resulting in a net difference
of $166,000 more cash used during March 31, 2003. The accrued fees and expenses
due to General Partner and affiliate also increased by $43,000 for the year
ended March 31, 2003.

The Partnership currently has insufficient working capital to fund its
operations. Associates has agreed to continue providing advances sufficient
enough to fund the operations and working capital requirements of the
Partnership through March 31, 2009. Associates will evaluate the need for
any future advances, and its ability and intention to provide such advances, on
a year to year basis. Please see "Risk Factors" under Item 1A of this report.


                                       19
<PAGE>


FUTURE CONTRACTUAL CASH OBLIGATIONS

The following table summarizes the Partnership's future contractual cash
obligations as of March 31, 2007:

<TABLE>
<CAPTION>
<S>     <C>

                                 2008         2009         2010         2011         2012      THEREAFTER      TOTAL
                              ----------   ----------   ----------   ----------   ----------   ----------   ----------

Asset management fees(1)      $  410,284   $   42,000   $   42,000   $   42,000   $   42,000   $1,596,000   $2,174,284
Capital Contributions
   payable to Local Limited
   Partnerships                       --           --           --           --           --           --           --
                              ----------   ----------   ----------   ----------   ----------   ----------   ----------
Total contractual cash
   obligations                $  410,284   $   42,000   $   42,000   $   42,000   $   42,000   $1,596,000   $2,174,284
                              ==========   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

(1)  Asset management fees are payable annually until termination of the
     Partnership, which is to occur no later than 2050. The estimate of the fees
     payable included herein assumes the retention of the Partnership's interest
     in all Housing Complexes until 2050. Amounts due to the General Partner as
     of March 31, 2007 have been included in the 2008 column. The General
     Partner does not anticipate that these fees will be paid until such time as
     capital reserves are in excess of the aggregate of the existing contractual
     obligations and the anticipated future foreseeable obligations of the
     Partnership.

For additional information regarding our asset management fees, see Notes 2 and
3 to the financial statements included elsewhere herein.

OFF-BALANCE SHEET ARRANGEMENTS

The Partnership has no off-balance sheet arrangements.

EXIT STRATEGY

See Item 1 for information in this regard.


                                       20
<PAGE>


ITEM 9A. CONTROLS AND PROCEDURES

(a)      As of the end of the period covered by this report, the Partnership's
         General Partner, under the supervision and with the participation of
         the Chief Executive Officer and Chief Financial Officer of Associates,
         carried out an evaluation of the effectiveness of the Partnership's
         "disclosure controls and procedures" as defined in Securities Exchange
         Act of 1934 Rule 13a-15 and 15d-15. Based on that evaluation, the Chief
         Executive Officer and Chief Financial Officer have concluded that, as
         of the end of the period covered by this report, the Partnership's
         disclosure controls and procedures were not effective to ensure that
         material information required to be disclosed in the Partnership's
         periodic report filings with SEC is recorded, processed, summarized and
         reported within the time period specified by the SEC's rules and forms,
         consistent with the definition of "disclosure controls and procedures"
         under the Securities Exchange Act of 1934.

         The Partnership must rely on the Local Limited Partnerships to provide
         the Partnership with certain information necessary to the timely filing
         of the Partnership's periodic reports. Factors in the accounting at the
         Local Limited Partnerships have caused delays in the provision of such
         information during past reporting periods, and resulted in the
         Partnership's inability to file its periodic reports in a timely
         manner.

         Once the Partnership has received the necessary information from the
         Local Limited Partnerships, the Chief Executive Officer and the Chief
         Financial Officer of Associates believe that the material information
         required to be disclosed in the Partnership's periodic report filings
         with SEC is effectively recorded, processed, summarized and reported,
         albeit not in a timely manner. Going forward, the Partnership will use
         the means reasonably within its power to impose procedures designed to
         obtain from the Local Limited Partnerships the information necessary to
         the timely filing of the Partnership's periodic reports.

(b)      There were no changes in the Partnership's internal control over
         financial reporting that occurred during the periods ended March 31,
         2007, 2006, 2005, or 2004 that materially affected, or are reasonably
         likely to materially affect, the Partnership's internal control over
         financial reporting.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)   IDENTIFICATION OF DIRECTORS, (B) IDENTIFICATION OF EXECUTIVE OFFICERS, (C)
      IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES, (D) FAMILY RELATIONSHIPS,
      AND (E) BUSINESS EXPERIENCE

Neither the General Partner nor the Partnership has directors, executives
officers or employees of its own. The business of the Partnership is conducted
primarily through Associates. Associates is a California corporation which was
organized in 1971. The following biographical information is presented for the
officers and employees of Associates with principal responsibility for the
Partnership's affairs.

Wilfred N. Cooper, Sr.                Chairman
Wilfred N. Cooper, Jr.                President and Chief Executive Officer
David N. Shafer, Esq.                 Executive Vice President
Michael J. Gaber                      Executive Vice President
Sylvester P. Garban                   Senior Vice President - Institutional
                                         Investments
Thomas J. Riha, CPA                   Senior Vice President - Chief Financial
                                         Officer
Thomas J. Hollingsworth               Vice President - Asset Management
Gregory S. Hand                       Vice President - Acquisitions
Melanie R. Wenk                       Vice President - Portfolio Management
                                         & Accounting
Kay L. Cooper                         Director of WNC & Associates, Inc.
Jennifer E. Cooper                    Director of WNC & Associates, Inc.

In addition to Wilfred N. Cooper, Sr., the directors of Associates are Wilfred
N. Cooper, Jr., Kay L. Cooper, and Jennifer Cooper. The principal shareholders
of Associates are trusts established by the Coopers.


                                       21
<PAGE>

Wilfred N. Cooper, Sr., age 77, is the founder and Chairman of the Board of
Directors of Associates, a Director of WNC Capital Corporation, and a general
partner in some of the partnerships previously sponsored by Associates. Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously, during 1970 and 1971, he was founder and a principal of Creative
Equity Development Corporation, a predecessor of Associates, and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International Corporation, last serving as its
manager of housing and urban developments where he had responsibility for
factory-built housing evaluation and project management in urban planning and
development. He has testified before committees of the U.S. Senate and the U.S.
House of Representatives on matters pertaining to the affordable housing
industry. Mr. Cooper is a Life Director of the National Association of Home
Builders, a National Trustee for NAHB's Political Action Committee, and a past
Chairman of NAHB's Multifamily Council. He is a Life Trustee of the National
Housing Conference, and a founder and Director of the California Housing
Consortium. He is the husband of Kay Cooper and the father of Wilfred N. Cooper,
Jr. Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts
degree.

Wilfred N. Cooper, Jr., age 44, is President, Chief Executive Officer,
Secretary, a Director and a member of the Acquisition Committee of Associates.
He is President and a Director of, and a registered principal with, WNC Capital
Corporation. He has been involved in real estate investment and acquisition
activities since 1988 when he joined Associates. Previously, he served as a
Government Affairs Assistant with Honda North America in Washington, D.C. Mr.
Cooper serves on the Board of Trustees of the National Housing Conference, and
is a member of the Editorial Advisory Board of LIHTC Monthly Report, a Steering
Member of the Housing Credit Group of the National Association of Home Builders,
a member of the Tax Policy Council for the National Trust for Historic
Preservation, a member of the Advisory Board of the New York State Association
for Affordable Housing, a member of the Urban Land Institute, a member of the
Orange County Advisory Board of US Bank, and a member of Vistage International,
a global network of business leaders and chief executives. He is the son of
Wilfred Cooper, Sr. and Kay Cooper. Mr. Cooper graduated from The American
University in 1985 with a Bachelor of Arts degree.

David N. Shafer, age 55, is an Executive Vice President, a member of the
Acquisition Committee of, and oversees the New Markets Tax Credit operations of,
Associates, and is responsible for the business development activities of WNC
Community Preservation Partners. Mr. Shafer has been active in the real estate
industry since 1984. Before joining Associates in 1990, he was engaged as an
attorney in the private practice of law with a specialty in real estate and
taxation. Mr. Shafer is a Director and past President of the California Council
of Affordable Housing, and a member of the State Bar of California. Mr. Shafer
graduated from the University of California at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor degree cum laude and from the University of San Diego in 1986 with a
Master of Law degree in Taxation.

Michael J. Gaber, age 41, is an Executive Vice President, oversees the
Originations, and the Acquisitions Departments, and is a member of the
Acquisition Committee of Associates. Mr. Gaber has been involved in real estate
acquisition, valuation and investment activities since 1989 and has been
associated with Associates since 1997. Prior to joining Associates, he was
involved in the valuation and classification of major assets, restructuring of
debt and analysis of real estate taxes with H.F. Ahmanson & Company, parent of
Home Savings of America. Mr. Gaber graduated from the California State
University, Fullerton in 1991 with a Bachelor of Science degree in Business
Administration - Finance.

Sylvester P. Garban, age 61, is Senior Vice President - Institutional
Investments of Associates and a registered principal with WNC Capital
Corporation. Mr. Garban has been involved in domestic and multinational
institutional real estate investment activities since 1978. Before joining
Associates in 1989, he served as Executive Vice President with MRW, Inc., a
commercial real estate development and management firm. He was previously
involved in operations management with The Taubman Company, an international
regional mall developer. Mr. Garban is a member of the National Association of
Affordable Housing Lenders and the Financial Planning Association. He graduated
from Michigan State University in 1967 with a Bachelor of Science degree in
Business Administration.

Thomas J. Riha, age 52, is Senior Vice President - Chief Financial Officer and a
member of the Acquisition Committee of Associates. He has been involved in real
estate acquisition and investment activities since 1979. Before joining
Associates in 1994, Mr. Riha was employed by Trust Realty Advisor, a real estate
acquisition and management company, last serving as Vice President - Operations.
He is a founding member of the Housing Credit Certified Professional Board of

                                       22
<PAGE>

Governors, a national professional certification program administered by the
NAHB and the National Affordable Housing Management Association. Mr. Riha
graduated from the California State University, Fullerton in 1977 with a
Bachelor of Arts degree cum laude in Business Administration with a
concentration in Accounting and is a Certified Public Accountant and a member of
the American Institute of Certified Public Accountants.

Thomas J. Hollingsworth, age 56, is Vice President - Asset Management of
Associates and oversees WNC's asset management group. Mr. Hollingsworth has been
involved in real estate acquisitions, operations and syndication of multifamily
properties for over 25 years. Prior to joining WNC in 2005, he was the senior
workout specialist at Key Corporation Housing Management, Inc., a division of
Key Bank. He has also been responsible for structuring several tax sheltered
multifamily acquisitions during his career. Mr. Hollingsworth graduated from the
University of Utah in 1973 with a Bachelor of Science degree (cum laude) in
Business Administration.

Gregory S. Hand, age 44, is Vice President - Acquisitions of, and oversees the
property underwriting activities of, Associates. Mr. Hand has been involved in
real estate analysis, development and management since 1987. Prior to joining
WNC in 1998, he was a portfolio asset manager with a national Tax Credit sponsor
with responsibility for the management of $200 million in assets. Prior to that,
he was a finance manager with The Koll Company and a financial analyst with The
Irvine Company. Mr. Hand graduated from Iowa State University in 1987 with a
Bachelor of Business Administration degree in finance.

Melanie R. Wenk, age 39, is Vice President - Portfolio Management & Accounting
of Associates. She is responsible for overseeing institutional and retail fund
portfolio management, including partnership accounting, SEC reporting, quarterly
and annual investor reporting, monitoring investment returns for all stabilized
WNC institutional funds, and corporate accounting. Prior to joining WNC in 2003,
Ms. Wenk was associated as a public accountant with BDO Seidman, LLP. She
graduated from the California Polytechnic State University, Pomona, in 1999 with
a Bachelor of Science degree in accounting.

Kay L. Cooper, age 72, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
Kay Cooper was the sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until its sale in 1998. She is the wife of
Wilfred Cooper, Sr. and the mother of Wilfred Cooper, Jr. Ms. Cooper graduated
from the University of Southern California in 1958 with a Bachelor of Science
degree.

Jennifer E. Cooper, age 46, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
She is the wife of Wilfred Cooper, Jr. and attended the University of Texas from
1981 to 1986.

(f)   INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

      Two Local Limited Partnerships invested in by other Associates-sponsored
      public limited partnerships were unable to meet their obligations as they
      became due, and each has filed a voluntary petition in bankruptcy. The
      local general partner of one of them is not affiliated with Associates.
      The original unaffiliated local general partner of the other was removed
      and replaced with a general partnership wholly-owned by two of the
      executive officers of Associates identified above.

(g)   PROMOTERS AND CONTROL PERSONS

      Inapplicable.

(h)   AUDIT COMMITTEE FINANCIAL EXPERT, AND (I) IDENTIFICATION OF THE AUDIT
      COMMITTEE

      Neither the Partnership nor Associates has an audit committee.

(j)   CHANGES TO NOMINATING PROCEDURES


                                       23
<PAGE>

      Inapplicable.

(k)   COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

      None.

(l)   CODE OF ETHICS

      Associates has adopted a Code of Ethics which applies to the Chief
      Executive Officer and Chief Financial Officer of Associates. The Code of
      Ethics will be provided without charge to any person who requests it. Such
      requests should be directed to: Investor Relations at (714)662-5565
      extension 187.

ITEM 11.  EXECUTIVE COMPENSATION

The General Partner and its affiliates are not permitted under Section 5.6.1 of
the Partnership's Agreement of Limited Partnership (the "Agreement,"
incorporated as Exhibit 3.1 to this report) to receive any salary, fees,
profits, distributions or allocations from the Partnership or any Local Limited
Partnership in which the Partnership invests except as expressly allowed by the
Agreement. The compensation and other economic benefits to the General Partner
and its affiliates provided for in the Agreement are summarized below.

(a)  Compensation for Services

     For services rendered by the General Partner or an affiliate of the General
     Partner in connection with the administration of the affairs of the
     Partnership, the General Partner or any affiliate may receive an annual
     asset management fee of the greater of (i) $2,000 per Housing Complex or
     (ii) 0.275% of gross proceeds from the offering of Units. The base fee
     amount will be adjusted annually based on changes in the Consumer Price
     Index, however in no event will the annual asset management fee exceed 0.2%
     of that portion of Invested Assets in Local Limited Partnerships which are
     attributable to apartment units receiving government assistance. "Invested
     Assets" means the sum of the Partnership's investment in Local Limited
     Partnerships and the Partnership's allocable share of the amount of
     mortgage loans and other debts related to the Housing Complexes owned by
     the Local Limited Partnerships. Accrued but unpaid asset management fees
     for any year are deferred without interest and are payable in subsequent
     years from any funds available to the Partnership after payment of all
     other costs and expenses of the Partnership, including any capital reserves
     then determined by the General Partner to no longer be necessary to be
     retained by the Partnership, or from the proceeds of a sale or refinancing
     of Partnership assets. Management fees of $44,000 were incurred during each
     of the years ended March 31, 2007, 2006, 2005, 2004, 2003 and 2002, of
     which $0, $0, $0, $0, $1,875, and $0 were paid for the years ended March
     31, 2007, 2006, 2005, 2004, 2003 and 2002, respectively.

     Subject to a number of terms and conditions set forth in the Agreement, the
     General Partner and its affiliates may be entitled to compensation for
     services actually rendered or to be rendered in connection with (i)
     selecting, evaluating, structuring, negotiating and closing the
     Partnership's investments in Local Limited Partnership Interests, (ii)
     property management services actually rendered by the General Partner or
     its affiliates respecting the Housing Complexes owned by Local Limited
     Partnerships or (iii) disposition services in connection with the sale of
     any Housing Complex owned by a Local Limited Partnership, for which a
     subordinated disposition fee may be payable. The Partnership had completed
     its investment stage, so no compensation for the services in (i) was paid
     during the periods covered by this report and none will be paid in the
     future. None of the compensation described in (ii) or (iii) above was paid
     or payable for such services during the periods covered by this report.

(b)  Operating Expenses

     The Partnership incurred operating expenses reimbursable to the General
     Partner or its affiliates in the amounts of approximately $24,833, $11,714,
     $28,057, $32,438, $30,390 and $39,813 during the years ended March 31,
     2007, 2006, 2005, 2004, 2003 and 2002, respectively. The Partnership
     reimbursed the General Partner or its affiliates for such operating
     expenses in the amounts of approximately $0, $0, $0, $31,786, $29,914 and
     $38,642 during the years ended March 31, 2007, 2006, 2005, 2004, 2003 and
     2002, respectively.

     Reimbursement to the General Partner or any of its affiliates of Operating
     Cash Expenses is subject to specific restrictions in Section 5.3.4 of the
     Partnership's Agreement of Limited Partnership (the "Agreement,"
     incorporated as Exhibit 3.1 to this report). The Agreement defines
     "Operating Cash Expenses" as


                                       24
<PAGE>

         " . . . the amount of cash disbursed by the Partnership . . . in the
         ordinary course of business for the payment of its operating expenses,
         such as expenses for management, utilities, repair and maintenance,
         insurance, investor communications, legal, accounting, statistical and
         bookkeeping services, use of computing or accounting equipment, travel
         and telephone expenses, salaries and direct expenses of Partnership
         employees while engaged in Partnership business, and any other
         operational and administrative expenses necessary for the prudent
         operation of the Partnership. Without limiting the generality of the
         foregoing, Operating Cash Expenses shall include the actual cost of
         goods, materials and administrative services used for or by the
         Partnership, whether incurred by the General Partner, an Affiliate of
         the General Partner or a non-Affiliated Person in performing the
         foregoing functions. As used in the preceding sentence, actual cost of
         goods and materials means the actual cost of goods and materials used
         for or by the Partnership and obtained from entities not Affiliated
         with the General Partner, and actual cost of administrative services
         means the pro rata cost of personnel (as if such persons were employees
         of the Partnership) associated therewith, but in no event to exceed the
         Competitive amount."

     The Agreement provides that no such reimbursement shall be permitted for
     services for which the General Partner or any of its affiliates is entitled
     to compensation by way of a separate fee. Furthermore, no such
     reimbursement is to be made for (a) rent or depreciation, utilities,
     capital equipment or other such administrative items, and (b) salaries,
     fringe benefits, travel expenses and other administrative items incurred or
     allocated to any "controlling person" of the General Partner or any
     affiliate of the General Partner. For the purposes of Section 5.3.4,
     "controlling person" includes, but is not limited to, any person, however
     titled, who performs functions for the General Partner or any affiliate of
     the General Partner similar to those of: (1) chairman or member of the
     board of directors; (2) executive management, such as president, vice
     president or senior vice president, corporate secretary or treasurer; (3)
     senior management, such as the vice president of an operating division who
     reports directly to executive management; or (4) those holding 5% or more
     equity interest in the General Partner or any affiliate of the General
     Partner or a person having the power to direct or cause the direction of
     the General Partner or any affiliate of the General Partner, whether
     through the ownership of voting securities, by contract or otherwise.

(c)  Interest in Partnership

     The General Partner receives 1% of the Partnership's allocated Low Income
     Housing Tax Credits, which approximated $4,575, $12,418, $20,805, $21,624,
     and $22,000, for the General Partner for the years ended December 31, 2006,
     2005, 2004, 2003 and 2002, respectively. The General Partner is also
     entitled to receive 1% of the Partnership's operating income or losses,
     gain or loss from the sale of property and operating cash distributions.
     There were no distributions of operating cash to the General Partner during
     the years ended March 31, 2007, 2006, 2005, 2004, 2003 or 2002. The General
     Partner has an interest in sale or refinancing proceeds as follows: after
     the Limited Partners have received a return of their capital plus a
     specified return on capital, General Partner may receive an amount equal to
     its capital contribution, less any prior distribution of such proceeds,
     then the General Partner may receive 10% and the Limited Partners 90% of
     any remaining proceeds. There were no such distributions to the General
     Partner during the years ended March 31, 2007, 2006, 2005, 2004, 2003 or
     2002.

                                       25
<PAGE>


PART IV.

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) LIST OF FINANCIAL STATEMENTS INCLUDED IN PART II HEREOF

         Balance Sheets, March 31, 2007, 2006, 2005, 2004 and 2003
         Statements of Operations for the years ended March 31, 2007, 2006,
         2005, 2004, 2003 and 2002 Statements of Partners' Equity (Deficit) for
         the years ended March 31, 2007, 2006, 2005, 2004, 2003 and
           2002
         Statements of Cash Flows for the years ended March 31, 2007, 2006,
         2005, 2004, 2003 and 2002 Notes to Financial Statements

(a)(2) LIST OF FINANCIAL STATEMENT SCHEDULES INCLUDED IN PART IV HEREOF:

         Schedule III, Real Estate Owned by Local Limited Partnerships

(a)(3) EXHIBITS.

3.1      Articles of incorporation and by-laws: The registrant is not
         incorporated. The Partnership Agreement filed as Exhibit 28.1 to Form
         10-K for fiscal year ended December 31, 1995.

31.1     Certification of the Chief Executive Officer pursuant to Rule 13a-14
         and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley
         Act of 2002. (filed herewith)

31.2     Certification of the Chief Financial Officer pursuant to Rule 13a-14
         and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley
         Act of 2002. (filed herewith)

32.1     Section 1350 Certification of the Chief Executive Officer. (filed
         herewith)

32.2     Section 1350 Certification of the Chief Financial Officer. (filed
         herewith)

99.1     Second Amended and Restated Agreement of Limited Partnership of
         Beckwood Manor Seven Limited Partnership filed as exhibit 10.1 to Form
         8-K dated December 8, 1993 is hereby incorporated herein by reference
         as exhibit 99.1.

99.2     Amended and Restated Agreement of Limited Partnership of Alpine Manor
         filed as exhibit 10.3 to Post-Effective Amendment No 1 dated February
         16, 1994 is hereby incorporated herein by reference as exhibit 99.2.

99.3     Second Amended and Restated Agreement of Limited Partnership of Briscoe
         Manor, Limited Partnership filed as exhibit 10.4 to Post-Effective
         Amendment No 1 dated February 16, 1994 is hereby incorporated herein by
         reference as exhibit 99.3.

99.4     Amended and Restated Agreement and Certificate of Limited Partnership
         of Evergreen Four, Limited Partnership filed as exhibit 10.5 to
         Post-Effective Amendment No 1 dated February 16, 1994 is hereby
         incorporated herein by reference as exhibit 99.4.


99.5     Amended and Restated Agreement and Certificate of Limited Partnership
         of Fawn Haven, Limited Partnership filed as exhibit 10.6 to
         Post-Effective Amendment No 1 dated February 16, 1994 is hereby
         incorporated herein by reference as exhibit 99.5.

99.6     Amended and Restated Agreement of Limited Partnership of Fort Stockton,
         L. P. filed as exhibit 10.7 to Post-Effective Amendment No 1 dated
         February 16, 1994 is hereby incorporated herein by reference as exhibit
         99.6.

                                       26
<PAGE>


99.7     Amended and Restated Agreement and Certificate of Limited Partnership
         of Madison Manor Senior Citizens Complex, Ltd. filed as exhibit 10.8 to
         Post-Effective Amendment No 1 dated February 16, 1994 is hereby
         incorporated herein by reference as exhibit 99.7.

99.8     Amended and Restated Agreement and Certificate of Limited Partnership
         of Mt. Graham Housing, Ltd. filed as exhibit 10.9 to Post-Effective
         Amendment No 1 dated February 16, 1994 is hereby incorporated herein by
         reference as exhibit 99.8.

99.9     Amended and Restated Agreement and Certificate of Limited Partnership
         of Northside Plaza Apartments, Ltd. filed as exhibit 10.10 to
         Post-Effective Amendment No 1 dated February 16, 1994 is hereby
         incorporated herein by reference as exhibit 99.9.

99.10    Amended and Restated Agreement of Limited Partnership of Pampa Manor,
         L.P. filed as exhibit 10.11 to Post-Effective Amendment No 1 dated
         February 16, 1994 is hereby incorporated herein by reference as exhibit
         99.10.

99.11    Amended and Restated Agreement of Limited Partnership of Vernon Manor,
         L.P. filed as exhibit 10.12 to Post-Effective Amendment No 1 dated
         February 16, 1994 is hereby incorporated herein by reference as exhibit
         99.11.

99.12    Amended and Restated Agreement of Limited Partnership of Waterford
         Place, A Limited Partnership filed as exhibit 10.13 to Post-Effective
         Amendment No 1 dated February 16, 1994 is hereby incorporated herein by
         reference as exhibit 99.12.

99.13    Amended and Restated Agreement of Limited Partnership of Yantis
         Housing, Ltd filed as exhibit 10.13 to Post-Effective Amendment No 1
         dated February 16, 1994 is hereby incorporated herein by reference as
         exhibit 99.13.

99.14    Third Amended and Restated Agreement of Limited Partnership and
         Certificate of Limited Partnership of Indian Creek Limited Partnership
         filed as exhibit 10.16 to Post-Effective Amendment No 2 dated March 11,
         1994 is hereby incorporated herein by reference as exhibit 99.14.

99.15    Agreement of Limited Partnership of Laurel Creek Apartments filed as
         exhibit 10.1 to Form 8-K dated May 25, 1994 is hereby incorporated
         herein by reference as exhibit 99.15.

99.16    Second Amended and Restated Agreement of Limited Partnership of
         Sandpiper Square, A Limited Partnership filed as exhibit 10.2 to Form
         8-K dated May 25, 1994 is hereby incorporated herein by reference as
         exhibit 99.16.

99.17    Amended and Restated Agreement of Limited Partnership of Regency Court
         Partners filed as exhibit 10.1 to Form 8-K dated June 30, 1994 is
         hereby incorporated herein by reference as exhibit 99.17.

99.18    Disposition and Development Agreement By and Between The Community
         Development Commission of the County of Los Angeles and Regency Court
         Partners (including forum of Ground Lease) filed as exhibit 10.2 to
         Form 8-K dated June 30, 1994 is hereby incorporated herein by reference
         as exhibit 99.18.

99.19    Amended and Restated Agreement of Limited Partnership of Bay City
         Village Apartments, Limited Partnership filed as exhibit 10.19 to
         Post-Effective Amendment No 4 dated July 14, 1994 is hereby
         incorporated herein by reference as exhibit 99.19.

99.20    Second Amended and Restated Agreement of Limited Partnership of Hidden
         Valley Limited Partnership filed as exhibit 10.20 to Post-Effective
         Amendment No 4 dated July 14, 1994 is hereby incorporated herein by
         reference as exhibit 99.20.

99.21    Amended and Restated Agreement of Limited Partnership of HOI Limited
         Partnership of Lenoir and Amendments thereto filed as exhibit 10.21 to
         Post-Effective Amendment No 4 dated July 14, 1994 is hereby
         incorporated herein by reference as exhibit 99.21.

99.22    Financial Statements of Regency Court, as of and for the years ended
         December 31, 2003 and 2002 together with Independent Auditors' Report
         thereon; a significant subsidiary of the Partnership. (filed herewith)


                                       27
<PAGE>

99.23    Financial Statements of Pioneer Street Associates for the years ended
         December 31, 2006, 2005 and 2004, together with Independent Auditors'
         eport thereon; a significant subsidiary of the Partnership.

99.24    Financial Statements of Apartment Housing of East Brewton, Ltd for the
         years ended December 31, 2006, 2005 and 2004 together with Independent
         Auditors' Report thereon; a significant subsidiary of the Partnership.

(d)      FINANCIAL STATEMENT SCHEDULES FOLLOW, as set forth in subsection (a)(2)
         hereof.



                                       28
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

By:   WNC & Associates, Inc.,
       General Partner



         By:      /s/ Wilfred N. Cooper, Jr.
                  --------------------------
                  Wilfred N. Cooper, Jr.,
                  President of WNC & Associates, Inc.

Date:   September 8, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.



By:      /s/ Wilfred N. Cooper, Jr.
         --------------------------
         Wilfred N. Cooper, Jr.,
         Chief Executive Officer, President and Director
            of WNC & Associates, Inc. (chief executive officer)

Date:   September 8, 2009



By:      /s/ Thomas J. Riha
         ------------------
         Thomas J. Riha,
         Senior Vice-President - Chief Financial Officer
            of WNC & Associates,  Inc. (chief financial officer and
            chief accounting officer)

Date:   September 8, 2009



By:      /s/ Wilfred N. Cooper, Sr.
         --------------------------
         Wilfred N. Cooper, Sr.,
         Chairman of the Board of WNC & Associates, Inc.

Date:   September 8, 2009



By:      /s/ Kay L. Cooper
         -----------------
         Kay L. Cooper
         Director of WNC & Associates, Inc.

Date:   September 8, 2009

                                                29