UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-KSB

(Mark One)

[X]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934



For the fiscal year endedDecember 31, 2006





[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934



For the transition period from __________ to __________



Commission file number 0-09782





REAL ESTATE ASSOCIATES LIMITED II

(Name of small business issuer in its charter)



|                                |                     
|------------------------------- | --------------------
|California                      | 95-3547609          
|(State or other jurisdiction of | (I.R.S. Employer    
|incorporation or organization)  | (Identification No.)



55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)



(864) 239-1000

(Issuers telephone number)



Securities Registered Pursuant to Section 12(b)of the Exchange Act:



NONE



Securities Registered Pursuant to Section 12(g)of the Exchange Act:



Limited Partnership Interests

(Title of class)



Check whether the issuer(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 _X_No__­_



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [X]



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 issuer's revenues for its most recent fiscal year.   $102,000



State the aggregate market value of the voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests as of December 31, 2006.  No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.





DOCUMENTS INCORPORATED BY REFERENCE

None



The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Registrant and interpretations of those regulations; the competitive environment in which the Registrant operates; financing risks, including the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes, and possible environmental liabilities. Readers should carefully review the Registrant's financial statements and the notes thereto, as well as the risk factors described in the documents the Registrant files from time to time with the Securities and Exchange Commission.



PART I



ITEM 1.

Description of Business



Real Estate Associates Limited II ("REAL II" or the "Partnership") is a limited partnership which was formed under the laws of the State of California on December 4, 1979. On March 17, 1980, REAL II offered 3,000 units consisting of 6,000 Limited Partnership Interests and Warrants to purchase a maximum of 6,000 Additional Limited Partnership Interests through a public offering managed by E.F. Hutton Inc. REAL II received $13,365,000 in subscriptions for units of Limited Partnership Interests (at $5,000 per unit) during the period March 17, 1979 to September 15, 1980, pursuant to a registration statement on Form S-11. As of December 31, 1981 REAL II had received an additional $13,365,000 in subscriptions pursuant to the exercise of warrants and the sale of additional Limited Partnership Interests.



The Partnership shall be dissolved only upon the expiration of 52 complete calendar years (December 31, 2031) from the date of the formation of the Partnership or the occurrence of various other events as specified in the terms of the partnership agreement.  The principal business of the Partnership is to invest, directly or indirectly, in other limited partnerships which own or lease and operate federal, state and local government-assisted housing projects.



The general partners of REAL II are National Partnership Investments Corp. ("NAPICO" or the "Corporate General Partner"), a California Corporation and National Partnership Investments Associates (NAPIA). NAPIA is a California limited partnership and consists of Messrs. Nicholas G. Ciriello, an unrelated individual, as general partner and Charles H. Boxenbaum and Leonard Crosby as limited partners.  The business of REAL II is conducted primarily by NAPICO, a subsidiary of Apartment Investment and Management Company (AIMCO), a publicly traded real estate investment trust.



REAL II holds limited partnership interests in ten local limited partnerships (the Local Limited Partnerships) as of December 31, 2006, as a result of three Local Limited Partnerships selling their investment properties, one each in February 2005, August 2004 and April 2003, and, after REAL II selling its interest in seven Local Limited Partnerships in December 1998.  All of the Local Limited Partnerships own low income housing projects which are subsidized and/or have mortgage notes payable to or insured by agencies of the federal or local government.



The partnerships in which REAL II has invested were, at least initially, organized by private developers who acquired the sites, or options thereon, and applied for applicable mortgage insurance and subsidies.  REAL II became the principal limited partner in these Local Limited Partnerships pursuant to arm's-length negotiations with these developers, or others, who act as general partners.  As a limited partner, REAL II's liability for obligations of the Local Limited Partnership is limited to its investment. The local general partner of the Local Limited Partnership retains responsibility for developing, constructing, maintaining, operating and managing the Project.  Under certain circumstances of default, REAL II has the right to replace the general partner of the Local Limited Partnerships, but otherwise does not have control of sale or refinancing, etc.



Although each of the partnerships in which REAL II has invested owns a project which must compete in the market place for tenants, interest subsidies and rent supplements from governmental agencies make it possible to offer these dwelling units to eligible "low income" tenants at a cost significantly below the market rate for comparable conventionally financed dwelling units in the area.



The Partnership does not have any employees.  Services are performed for the Partnership by the Corporate General Partner and agents retained by the Corporate General Partner.



In order to stimulate private investment in low income housing, the federal government and certain state and local agencies have provided significant ownership incentives, including among others, interest subsidies, rent supplements, and mortgage insurance, with the intent of reducing certain market risks and providing investors with certain tax benefits, plus limited cash distributions and the possibility of long-term capital gains.  There remain, however, significant risks.  The long-term nature of investments in government assisted housing limits the ability of REAL II to vary its portfolio in response to changing economic, financial and investment conditions.  Such investments are also subject to changes in local economic circumstances and housing patterns, as well as rising operating costs, vacancies, rent collection difficulties, energy shortages and other factors which have an impact on real estate values.  These projects also require greater management expertise and may have higher operating expenses than conventional housing projects.



The current policy of the United States Department of Housing and Urban Development (HUD) is to not renew the Housing Assistance Payment (HAP) Contracts on a long term basis on the existing terms.  In connection with renewals of the HAP Contracts under current law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which may be the case under existing HAP Contracts.  The payments under the renewed HAP Contracts may not be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration of HUD (FHA) unless such mortgage loans are restructured.  In order to address the reduction in payments under HAP Contracts as a result of current policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 (MAHRAA) provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program.  Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan.  This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount.  MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy.



When the HAP Contracts are subject to renewal, there can be no assurance that the Local Limited Partnerships in which the Partnership has an investment will be permitted to restructure its mortgage indebtedness under MAHRAA.  In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain.



Laws benefiting disabled persons may result in the Local Partnerships' incurrence of unanticipated expenses.  Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990 to be accessible to the handicapped.  These and other Federal, state and local laws may require modifications to the Local Limited Partnership's properties, or restrict renovations of the properties.  Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures.  The Corporate General Partner believes that the Local Limited Partnership's properties are substantially in compliance with present requirements.  The Local Limited Partnerships may incur unanticipated expenses to comply with the ADA and the FHAA.



The following table details the Partnerships ownership percentages of the Local Limited Partnerships and the cost of acquisition of such ownership.  All interests are limited partner interests.  Also included is the total mortgage encumbrance on each property for each of the Local Limited Partnerships as of December 31, 2006.



|                        |            |                |               
|----------------------- | ---------- | -------------- | --------------
|                        | REAL II    | Original Cost  |               
|                        | Percentage | Of Ownership   | Mortgage      
|Partnership             | Interest   | Interest       | Notes         
|                        |            | (in thousands) | (in thousands)
|                        |            |                |               
|Azalea Court            | 95%        | $  165         | $ 1,408       
|Branford Elderly        | 99%        | 195            | 474           
|Cherrywood/Saturn Apts. | 98%        | 308            | 2,428         
|Crystal Springs         | 98%        | 95             | 584           
|Lakeside Apts.          | 99%        | 285            | 1,790         
|Landmark Towers         | 99%        | 190            | 385           
|Magnolia Estates        | 98%        | 200            | 1,137         
|Sugar River Mills       | 98%        | 1,800          | 6,838         
|Valebrook               | 98%        | 850            | 1,449         
|Willow Wick Apts.       | 99%        | 80             | 414           
|                        |            | $4,168         | $16,907       



On July 18, 2006, the Local Operating General Partner for Sugar River Mills entered into a contract to sell the property. Subsequent to December 31, 2006, the Local Operating General Partner sold the property for a gross sale price of approximately $7,961,000. After payment of closing costs, the assumption of the mortgages encumbering the property by the buyer, and payment of other liabilities associated with the property, it is anticipated that distributable proceeds to the Partnership will be approximately $711,000. The Partnership has no investment balance in this Local Limited Partnership at December 31, 2006.



During 2006, all of the projects in which REAL II had invested were substantially rented except for Magnolia Estates, which had an average occupancy of 37%, and Willow Wick Apartments which had an average occupancy of 38% for 2006.  The following is a schedule of the status as of December 31, 2006 of the projects owned by the Local Limited Partnerships in which REAL II has invested as a limited partner.











SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS

IN WHICH REAL II HAS AN INVESTMENT

DECEMBER 31, 2006



|                           |        |            |                 |                      |     
|-------------------------- | ------ | ---------- | --------------- | -------------------- | ----
|                           |        |            |                 |                      |     
|                           |        |            | Units           |                     
|                           |        |            | Authorized      |                     
|                           |        |            | For Rental      |                     
|                           |        | Financed,  | Assistance      |                      |     
|                           |        | Insured    | Under Section   | Occupancy Percentage
|                           |        | And        | 8 or Other      | For the Years Ended 
|Property Name              | No. of | Subsidized | Rent Supplement | December 31,        
|and Location               | Units  | Under      | Program (E)     | 2006                 | 2005
|Azalea Court               |        |            |                 |                      |     
|Theodore, AL               | 48     | (A)        | 48              | 99%                  | 99% 
|Branford Elderly           |        |            |                 |                      |     
|Branford, CT               | 38     | (B)        | 38              | 99%                  | 99% 
|Cherrywood/Saturn Apts.    |        |            |                 |                      |     
|Twin Falls/Idaho Falls, ID | 78     | (C)        | 78              | 97%                  | 99% 
|Crystal Springs            |        |            |                 |                      |     
|Crystal Springs, MS        | 28     | (A)        | 28              | 100%                 | 99% 
|Lakeside Apts.             |        |            |                 |                      |     
|Mishawaka, IN              | 48     | (B)        | 48              | 99%                  | 98% 
|Landmark Towers            |        |            |                 |                      |     
|Nampa, ID                  | 40     | (C)        | 40              | 99%                  | 100%
|Magnolia Estates           |        |            |                 |                      |     
|Gulfport, MS               | 60     | (A)        | 24              | 37%                  | 85% 
|Sugar River Mills          |        |            |                 |                      |     
|Claremont, NH              | 162    | (B)        | 162             | 97%                  | 93% 
|Valebrook                  |        |            |                 |                      |     
|Lawrence, MA               | 151    | (D)        | 100             | 98%                  | 99% 
|Willow Wick Apts.          |        |            |                 |                      |     
|Centre, AL                 | 24     | (A)        | 5               | 38%                  | 42% 
|TOTALS                     | 677    |            | 571             |                      |     



(A)

The project is financed by the Rural Housing Services Section 515 which also provides for interest and rental subsidies.



(B)

The mortgage is insured by the Federal Housing Administration under the provisions of Section 236 of the National Housing Act.



(C)

The mortgage is regulated by the Idaho Housing and Finance Association.



(D)

The mortgage is regulated by the Massachusetts Housing and Finance Association.



(E)

Section 8 of Title II of the Housing and Community Development Act of 1974.



ITEM 2.

Description of Properties



The Local Limited Partnerships in which REAL II holds interests own various multi-family rental properties. See Item 1. Description of Business for information pertaining to these properties.









ITEM 3.

Legal Proceedings



The Corporate General Partner is involved in various lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the Corporate General Partner, the claims will not result in any material liability to the Partnership.



ITEM 4.

Submission Of Matters To A Vote of Security Holders



No matters were submitted to a vote of the unit holders through the solicitation of proxies or otherwise during the quarter ended December 31, 2006.







PART II



ITEM 5.

Market For The Registrants Partnership Interests And Related Partnership Matters



The Limited Partnership Interests are not traded on a public exchange but were sold through a public offering managed by E.F. Hutton Inc.  It is not anticipated that any public market will develop for the purchase and sale of any Partnership interest, therefore, an investor may be unable to sell or otherwise dispose of his or her interest in the Partnership. Limited Partnership Interests may be transferred only if certain requirements are satisfied.  At December 31, 2006 the Partnership had 5,320 limited partnership units (Units) or 10,640 interests outstanding held by 1,374 limited partners of record. During 2006, the number of Limited Partnership Interests decreased by 8 interests due to limited partners abandoning their interests. In abandoning his or her Limited Partnership Interest(s), a limited partner relinquishes all right, title, and interest in the Partnership as of the date of abandonment. The Partnership has invested in certain government assisted projects under programs which in many instances restrict the cash return available to project owners. The Partnership was not designed to provide cash distributions to investors in circumstances other than refinancing or disposition of its investments in limited partnerships.



There were no distributions made by the Partnership to its limited partners during the years ended December 31, 2006 or 2005.



AIMCO and its affiliates owned 870 Units or 1,740 limited partnership interests in the Partnership representing 16.35% of the outstanding Units at December 31, 2006. A Unit consists of two limited partnership interests. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.



ITEM 6.

Managements Discussion And Analysis Or Plan of Operation



This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.



The Corporate General Partner monitors developments in the area of legal and regulatory compliance. For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas.  In light of these changes, the Partnership expects that it will incur higher expenses related to compliance.



Liquidity and Capital Resources



The Partnership's primary sources of funds include interest income earned from investing available cash and the receipt of distributions from Local Limited Partnerships in which the Partnership has invested. It is not expected that any of the Local Limited Partnerships in which the Partnership has invested will generate cash flow from operations sufficient to provide for distributions to the Partnerships limited partners in any material amount. An infrequent source of funds would be funds received by the Partnership as its share of any proceeds from the sale of a property owned by a Local Limited Partnership or the Partnership's sale of its interest in a Local Limited Partnership. As discussed below, Clearfield Manor Associates, Ltd. sold its investment property during the year ended December 31, 2005. No distributions were made by the Partnership to its limited partners during the years ended December 31, 2006 and 2005.









The properties in which the Partnership has invested, through its investments in the Local Limited Partnerships, receive one or more forms of assistance from the Federal Government. As a result, the Local Limited Partnerships ability to transfer funds either to the Partnership or among themselves in the form of distributions, loans or advances is generally restricted by these government assistance programs.  These restrictions, however, are not expected to impact the Partnerships ability to meet its cash obligations.



Distributions received from Local Limited Partnerships are recognized as return of capital until the investment balance has been reduced to zero or to a negative amount equal to future capital contributions required. Subsequent distributions received are recognized as income. During the years ended December 31, 2006 and 2005, the Partnership received distributions of approximately $31,000 and $43,000, respectively, from Local Limited Partnerships in which it does not have an investment balance remaining which were recognized as income.



As of December 31, 2006 and 2005, the Partnership had cash and cash equivalents of approximately $2,080,000 and $2,100,000, respectively.  Cash and cash equivalents are on deposit with a financial institution earning interest at market rates. The amount of interest income varies with market rates available on deposits and with the amount of funds available for investment.  Cash equivalents can be converted to cash to meet obligations of the Partnership as they arise.  The Partnership intends to continue investing available funds in this manner.



Results of Operations



At December 31, 2006, the Partnership has investments in ten Local Limited Partnerships, all of which own housing projects most of which were substantially rented.  The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions of the Local Limited Partnerships that would require or allow for consolidation. Accordingly, the Partnership accounts for its investment in the Local Limited Partnerships using the equity method. Thus the individual investments are carried at cost plus the Partnerships share of the Local Limited Partnerships profits less the Partnerships share of the Local Limited Partnerships losses, distributions and impairment charges.  However, since the Partnership is not legally liable for the obligations of the Local Limited Partnerships, or is not otherwise committed to provide additional support to them, it does not recognize losses once its investment in each of the Local Limited Partnerships reaches zero. Distributions from the Local Limited Partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. Subsequent distributions received are recognized as income in the statements of operations included in Item 7. Financial Statements.  For those investments where the Partnership has determined that the carrying value of its investments approximates the estimated fair value of those investments, the Partnerships policy is to recognize equity in income of the Local Limited Partnerships only to the extent of distributions received and amortization of acquisition costs from those Local Limited Partnerships. Therefore, the Partnership limits its recognition of equity earnings to the amount it expects to ultimately realize. The Partnership recognized no equity in loss of limited partnerships for the years ended December 31, 2006 and 2005, as the Partnerships investment in all Local Limited Partnerships had been reduced to zero prior to January 1, 2005.



On February 8, 2005, Clearfield Manor Associates Ltd. sold its investment property, consisting of 40 units, to an affiliate of its third party general partner for approximately $291,000 plus assumption of the loan encumbering the investment property. During the year ended December 31, 2005, the Partnership received a distribution of the sale proceeds of approximately $276,000 from Clearfield Manor Associates Ltd. after the payment of other liabilities.  The Partnership had no remaining investment balance in this Local Limited Partnership at the time of the sale.









Operating distributions from the Local Limited Partnerships in which the Partnerships investment in the Local Limited Partnerships has been reduced to zero were approximately $31,000 and $43,000 for the years ended December 31, 2006 and 2005, respectively. These amounts were recognized as income on the statements of operations included in Item 7. Financial Statements, in accordance with the equity method of accounting.



The current policy of the United States Department of Housing and Urban Development (HUD) is to not renew the Housing Assistance Payment (HAP) Contracts on a long term basis on the existing terms.  In connection with renewals of the HAP Contracts under current law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which may be the case under existing HAP Contracts.  The payments under the renewed HAP Contracts may not be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration of HUD (FHA) unless such mortgage loans are restructured.  In order to address the reduction in payments under HAP Contracts as a result of current policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 (MAHRAA) provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the  Section 8 program.  Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan.  This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount.  MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy.



When the HAP Contracts are subject to renewal, there can be no assurance that the Local Limited Partnerships in which the Partnership has an investment will be permitted to restructure their mortgage indebtedness under MAHRAA.  In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain.



A recurring partnership expense is the annual management fee.  The fee is payable to the Corporate General Partner of the Partnership and is calculated at 0.4 percent of the Partnership's original remaining invested assets at the beginning of each year.  The management fee is paid to the Corporate General Partner for its continuing management of Partnership affairs.  The fee is payable beginning with the month following the Partnership's initial investment in a Local Limited Partnership.  Management fees were approximately $99,000 and $104,000 for the years ended December 31, 2006 and 2005, respectively.



Operating expenses, other than management fees, consist of legal and accounting fees for services rendered to the Partnership and administrative expenses. Legal and accounting fees were approximately $50,000 and $76,000 for the years ended December 31, 2006 and 2005, respectively.  The decrease in legal and accounting fees is primarily due to decreases in audit fees and legal costs related to routine Partnership activity. Administrative expenses were approximately $10,000 and $31,000 for the years ended December 31, 2006 and 2005, respectively. Included in administrative expenses are reimbursements to NAPICO for certain expenses, which totaled approximately $20,000 for the year ended December 31, 2005. There were no such reimbursements charged for the year ended December 31, 2006. The decrease in administrative expenses is due to the decrease in reimbursements to NAPICO for certain expenses.



Total revenues from continuing operations for the Local Limited Partnerships were approximately $4,451,000 and $4,411,000 for the years ended December 31, 2006 and 2005, respectively. Total expenses from continuing operations for the Local Limited Partnerships were approximately $3,805,000 and $3,800,000 for the years ended December 31, 2006 and 2005, respectively. Income from continuing operations for the Local Limited Partnerships for 2006 and 2005 aggregated approximately $646,000 and $611,000, respectively.  The income from continuing operations allocated to the Partnership was approximately $632,000 and $597,000 for 2006 and 2005, respectively. However, none of this allocated income was recognized by the Partnership as the investment balance had already been reduced to zero from prior years' losses, which were in excess of the Partnerships share of allocated income from continuing operations for the year ended December 31, 2006.



The Partnership, as a limited partner in the Local Limited Partnerships in which it has invested, is subject to the risks incident to the construction, management, and ownership of improved real estate.  The Partnerships investments are also subject to adverse general economic conditions, and, accordingly, the status of the national economy, including substantial unemployment, concurrent inflation and changing legislation which could increase vacancy levels, rental payment defaults, and operating expenses, which in turn, could substantially increase the risk of operating losses for the projects.



Off-Balance Sheet Arrangements



The Partnership owns limited partnership interests in unconsolidated Local Limited Partnerships, in which the Partnerships ownership percentage ranges from 95% to 99%.  However, based on the provisions of the relevant partnership agreements, the Partnership, as a limited partner, does not have control or a contractual relationship with the Local Limited Partnerships that would require or allow for consolidation under accounting principles generally accepted in the United States (see Note 1  Organization and Summary of Significant Accounting Policies of the financial statements in Item 7. Financial Statements).  There are no lines of credit, side agreements or any other derivative financial instruments between the Local Limited Partnerships and the Partnership.  Accordingly the Partnerships maximum risk of loss related to these unconsolidated Local Limited Partnerships is limited to the recorded investments in and receivables from the Local Limited Partnerships.  See Note 2  Investments In and Advances to Local Limited Partnerships of the financial statements in Item 7. Financial Statements for additional information about our investments in unconsolidated Local Limited Partnerships.



Other



AIMCO and its affiliates owned 870 Units or 1,740 limited partnership interests in the Partnership representing 16.35% of the outstanding Units at December 31, 2006. A Unit consists of two limited partnership interests. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.



FASB Interpretation No. 46



As of December 31, 2004, the Partnership adopted FASB Interpretation No. 46 Consolidation of Variable Interest Entities (or FIN 46) and applied its requirements to all of the Local Limited Partnerships in which the Partnership held a variable interest.  FIN 46 addresses the consolidation by business enterprises of variable interest entities.  Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entitys activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entitys activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.  FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE.



Upon adoption of FIN 46, the Partnership determined it held variable interests in eleven VIEs for which the Partnership was not the primary beneficiary.  During the year ended December 31, 2005, one Local Limited Partnership previously determined to be a VIE sold its investment property, consisting of 40 units.  The remaining ten VIEs consist of Local Limited Partnerships in which the Partnership acquired an interest prior to the adoption of FIN 46 that are directly engaged in the ownership and management of ten apartment properties with a total of 677 units.  The Partnership is involved with those VIEs as a non-controlling limited partner equity holder.  The Partnerships maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to the Partnerships recorded investments in and receivables from those VIEs, which was zero at December 31, 2006.  The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future.



Critical Accounting Policies and Estimates

A summary of the Partnerships significant accounting policies is included in "Note 1  Organization and Summary of Significant Accounting Policies" which is included in the financial statements in "Item 7. Financial Statements".  The CorporateGeneral Partner believes that the consistent application of these policies enables the Partnership to provide readers of the financial statements with useful and reliable information about the Partnerships operating results and financial condition.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  Judgments and assessments of uncertainties are required in applying the Partnerships accounting policies in many areas.   The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.



Method of Accounting for Investments in Limited Partnerships

The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions of the Local Limited Partnerships that would require or allow for consolidation. Accordingly, the Partnership accounts for its investments in the Local Limited Partnerships using the equity method. The Partnership is allocated profits and losses of the Local Limited Partnerships based upon its respective ownership percentage (between 95% and 99%). Distributions of surplus cash from operations from most of the Local Limited Partnerships are restricted by the Local Limited Partnerships Regulatory Agreements with the United States Department of Housing and Urban Development (HUD) and /or are restricted by the terms of the mortgages encumbering the Projects. These restrictions limit the distribution to a portion, generally less than 10%, of the initial invested capital. The excess surplus cash is deposited into a residual receipts reserve, of which the ultimate realization by the Partnership is uncertain as HUD frequently retains it upon sale or dissolution of the Local Limited Partnership. The Partnership is allocated profits and losses and receives distributions from refinancings and sales in accordance with the Local Limited Partnerships partnership agreements. These agreements usually limit the Partnerships distributions to an amount substantially less than its ownership percentage in the Local Limited Partnership.



The individual investments are carried at cost plus the Partnerships share of the Local Limited Partnerships profits less the Partnerships share of the Local Limited Partnerships losses, distributions and impairment charges. See Item 7. Financial Statements - Note 1  Organization and Summary of Significant Accounting Policies for a description of the impairment policy. The Partnership is not legally liable for the obligations of the Local Limited Partnerships and is not otherwise committed to provide additional support to them. Therefore, it does not recognize losses once its investment in each of the Local Limited Partnerships reaches zero.  Distributions from the Local Limited Partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the statements of operations.



For those investments where the Partnership has determined that the carrying value of its investments approximates the estimated fair value of those investments, the Partnerships policy is to recognize equity in income of the Local Limited Partnerships only to the extent of distributions received and amortization of acquisition costs from those Local Limited Partnerships.  Therefore, the Partnership limits its recognition of equity earnings to the amount it expects to ultimately realize.







ITEM 7.

Financial Statements



REAL ESTATE ASSOCIATES LIMITED II



LIST OF FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm



Balance Sheet - December 31, 2006



Statements of Operations - Years ended December 31, 2006 and 2005



Statements of Changes in Partners' (Deficiency) Capital - Years ended December 31, 2006 and 2005



Statements of Cash Flows - Years ended December 31, 2006 and 2005



Notes to Financial Statements









Report of Independent Registered Public Accounting Firm







The Partners

Real Estate Associates Limited II



We have audited the accompanying balance sheet of Real Estate Associates Limited II as of December 31, 2006, and the related statements of operations, changes in partners' (deficiency) capital, and cash flows for each of the two years in the period ended December 31, 2006. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnerships internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnerships internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Real Estate Associates Limited II at December 31, 2006, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.





/s/Ernst & Young LLP





Greenville, South Carolina

March 30, 2007







REAL ESTATE ASSOCIATES LIMITED II

BALANCE SHEET



December 31, 2006

(in thousands)

















|                                                          |          |        
|--------------------------------------------------------- | -------- | -------
|ASSETS                                                    |          |        
|Cash and cash equivalents                                 |          | $ 2,080
|Investments in and advances to Local Limited Partnerships |          |        
|(Note 2)                                                  |          | --     
|Total Assets                                              |          | $2,080 
|                                                          |          |        
|LIABILITIES AND PARTNERS' (DEFICIENCY) CAPITAL            |          |        
|Liabilities:                                              |          |        
|Accounts payable and accrued expenses                     |          | $    28
|Accrued fees due to partners (Note 3)                     |          | 25     
|                                                          |          |        
|Contingencies (Note 6)                                    |          |        
|                                                          |          |        
|Partners' (deficiency) capital:                           |          |        
|General partners                                          | $  (192) |        
|Limited partners                                          | 2,219    | 2,027  
|Total Liabilities and Partners (Deficiency) Capital      |          | $2,080 





See Accompanying Notes to Financial Statements









REAL ESTATE ASSOCIATES LIMITED II

STATEMENTS OF OPERATIONS

(in thousands, except per interest data)







|                                                      |                          |        
|----------------------------------------------------- | ------------------------ | -------
|                                                      | Years Ended December 31,
|                                                      | 2006                     | 2005   
|Revenues:                                             |                          |        
|Interest income                                       | $102                     | $63    
|                                                      |                          |        
|Operating expenses:                                   |                          |        
|Management fees - partners (Note 3)                   | 99                       | 104    
|Administrative (Note 3)                               | 10                       | 31     
|Legal and accounting                                  | 50                       | 76     
|Total operating expenses                              | 159                      | 211    
|                                                      |                          |        
|Loss from Partnership operations                      | (57)                     | (148)  
|                                                      |                          |        
|Distributions in excess of investment in Local        |                          |        
|Limited Partnerships (Note 2)                         | 31                       | 43     
|                                                      |                          |        
|Distributions from Local Limited Partnership sale     |                          |        
|of investment property (Note 2)                       | --                       | 276    
|                                                      |                          |        
|Net (loss) income (Note 4)                            | $(26)                    | $171   
|                                                      |                          |        
|Net (loss) income allocated to general partners (1%)  | $    --                  | $     2
|Net (loss) income allocated to limited partners (99%) | (26)                     | 169    
|                                                      | $(26)                    | $171   
|                                                      |                          |        
|Net (loss) income per limited partnership interest    |                          |        
|(Note 1)                                              | $(2.44)                  | $15.87 





See Accompanying Notes to Financial Statements









REAL ESTATE ASSOCIATES LIMITED II

STATEMENTS OF CHANGES IN PARTNERS (DEFICIENCY) CAPITAL

(in thousands, except interest data)













|                                   |          |          |        
|---------------------------------- | -------- | -------- | -------
|                                   | General  | Limited  |        
|                                   | Partners | Partners | Total  
|                                   |          |          |        
|Partnership interests (Note 1) (A) |          | 10,640   |        
|                                   |          |          |        
|Partners (deficiency) capital at  |          |          |        
|December 31, 2004                  | $ (194)  | $ 2,076  | $ 1,882
|                                   |          |          |        
|Net income for the year ended      |          |          |        
|December 31, 2005                  | 2        | 169      | 171    
|                                   |          |          |        
|Partners (deficiency) capital at  |          |          |        
|December 31, 2005                  | (192)    | 2,245    | 2,053  
|                                   |          |          |        
|Net loss for the year ended        |          |          |        
|December 31, 2006                  | --       | (26)     | (26)   
|                                   |          |          |        
|Partners (deficiency) capital at  |          |          |        
|December 31, 2006                  | $(192)   | $2,219   | $2,027 



(A)

Consists of 10,640 and 10,648 partnership interests at December 31, 2006 and 2005, respectively.



See Accompanying Notes to Financial Statements











REAL ESTATE ASSOCIATES LIMITED II

STATEMENTS OF CASH FLOWS

(in thousands)















|                                                            |              |        
|----------------------------------------------------------- | ------------ | -------
|                                                            | Years Ended 
|                                                            | December 31,
|                                                            | 2006         | 2005   
|Cash flows from operating activities:                       |              |        
|Net (loss) income                                           | $   (26)     | $   171
|Adjustments to reconcile net (loss) income to net cash used |              |        
|in operating activities:                                    |              |        
|Distribution from Local Limited Partnership                 |              |        
|sale of investment property                                 | --           | (276)  
|Changes in accounts:                                        |              |        
|Accounts payable and accrued expenses                       | (19)         | 24     
|Accrued fees due to partners                                | 25           | --     
|Net cash used in operating activities                       | (20)         | (81)   
|                                                            |              |        
|Cash flows provided by investing activities:                |              |        
|Distribution from Local Limited Partnership                 |              |        
|sale of investment property                                 | --           | 276    
|                                                            |              |        
|Net (decrease) increase in cash and cash equivalents        | (20)         | 195    
|Cash and cash equivalents, beginning of year                | 2,100        | 1,905  
|                                                            |              |        
|Cash and cash equivalents, end of year                      | $2,080       | $2,100 





See Accompanying Notes to Financial Statements















REAL ESTATE ASSOCIATES LIMITED II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2006





Note 1 - Organization and Summary of Significant Accounting Policies



Organization



Real Estate Associates Limited II (the Partnership) was formed under the California Limited Partnership Act on December 4, 1979.  The Partnership was formed to invest in other limited partnerships which own and operate primarily federal, state or local government-assisted housing projects. The general partners are National Partnership Investments Associates (NAPIA), a limited partnership, and National Partnership Investments Corp. (NAPICO or the Corporate General Partner).  The business of the Partnership is conducted primarily by NAPICO. The Corporate General Partner is a subsidiary of Apartment Investment and Management Company (AIMCO), a publicly traded real estate investment trust.



The general partners share a one percent interest in the profits and losses of the Partnership.  The limited partners share the remaining 99 percent interest in proportion to their respective investments.



The Partnership shall be dissolved only upon the expiration of 52 complete calendar years (December 31, 2031) from the date of the formation of the Partnership or the occurrence of various other events as specified in the terms of the Partnership agreement.



Upon total or partial liquidation of the Partnership or the disposition or partial disposition of a project or project interest and distribution of the proceeds, the general partners will be entitled to a liquidation fee as stipulated in the Partnership agreement.  The limited partners will have a priority return equal to their invested capital attributable to the project(s) or project interest(s) sold. The general partners' liquidation fee may accrue but shall not be paid until the limited partners have received distributions equal to 100 percent of their capital contributions. No such fees were accrued or paid during the years ended December 31, 2006 and 2005.



Basis of Presentation



The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States.



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.



Method of Accounting for Investments in Local Limited Partnerships



The investments in limited partnerships are accounted for on the equity method.



Abandoned Units



During 2006, the number of Limited Partnership Interests decreased by 8 interests due to limited partners abandoning their interests. In abandoning his or her Limited Partnership Interest(s), a limited partner relinquishes all right, title, and interest in the partnership as of the date of abandonment.















Net (Loss) Income Per Limited Partnership Interest



Net (loss) income per limited partnership interest was computed by dividing the limited partners' share of net (loss) income by the number of limited partnership interests outstanding at December 31st of the prior year.  The number of limited partnership interests was 10,648 at both December 31, 2005 and 2004.



Cash and Cash Equivalents



Cash and cash equivalents include cash on hand and in bank accounts.  At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. The entire cash balance at December 31, 2006 is maintained by an affiliated management company on behalf of affiliated entities in a cash concentration account.



Impairment of Long-Lived Assets



The Partnership reviews its investments in long-lived assets to determine if there has been any impairments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  If the sum of the expected future cash flows is less than the carrying amount of the assets, the Partnership recognizes an impairment loss.  No impairment losses were recognized during the years ended December 31, 2006 and 2005.



Segment Reporting



Statement of Financial Accounting Standards (SFAS) No. 131, Disclosure about Segments of an Enterprise and Related Information established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. SFAS No. 131 also established standards for related disclosures about products and services, geographic areas and major customers. As defined in SFAS No. 131, the Partnership has only one reportable segment.



Fair Value of Financial Instruments



SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined in the SFAS as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of other assets and liabilities reported on the balance sheet that require such disclosure approximate their fair value.



FASB Interpretation No. 46



As of December 31, 2004, the Partnership adopted FASB Interpretation No. 46 Consolidation of Variable Interest Entities (or FIN 46) and applied its requirements to all of the Local Limited Partnerships in which the Partnership held a variable interest.  FIN 46 addresses the consolidation by business enterprises of variable interest entities.  Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entitys activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entitys activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.  FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE.



Upon adoption of FIN 46, the Partnership determined it held variable interests in eleven VIEs for which the Partnership was not the primary beneficiary.  During the year ended December 31, 2005, one Local Limited Partnership previously determined to be a VIE sold its investment property, consisting of 40 units.  The remaining ten VIEs consist of Local Limited Partnerships in which the Partnership acquired an interest prior to the adoption of FIN 46 that are directly engaged in the ownership and management of ten apartment properties with a total of 677 units.  The Partnership is involved with those VIEs as a non-controlling limited partner equity holder.  The Partnerships maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to the Partnerships recorded investments in and receivables from those VIEs, which was zero at December 31, 2006.  The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future.



Recent Accounting Pronouncements



In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154 Accounting Changes and Error Corrections, which replaces APB Opinion No. 20 and SFAS No. 3, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Partnership adopted SFAS No. 154 effective January 1, 2006. The adoption of SFAS No. 154 did not have a material effect on the Partnerships financial condition or results of operations.



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entitys own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Partnershipdoes not anticipate that the adoption of SFAS No. 157 will have a material effect on the Partnerships financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No.

159 is effective for fiscal years beginning after November 15, 2007. The Partnership has not yet determined whether it will elect the fair value option for any of its financial instruments.



Note 2 - Investments in and Advances to Local Limited Partnerships



As of December 31, 2006, the Partnership holds limited partnership interests in ten limited partnerships ("Local Limited Partnerships"). As of December 31, 2006, all of the Local Limited Partnerships own residential low income rental projects consisting of 677 apartment units. The mortgage loans of these projects are payable to or insured by various governmental agencies. On February 8, 2005, Clearfield Manor Associates Ltd. sold its investment property, consisting of 40 units, to an affiliate of its third party general partner for approximately $291,000 plus assumption of the loan encumbering the investment property. During the year ended December 31, 2005, the Partnership received a distribution of the sale proceeds of approximately $276,000 from Clearfield Manor Associates Ltd. after the payment of other liabilities. The Partnership had no remaining investment balance in this Local Limited Partnership at the time of the sale. There were no distributions to the limited partners of the Partnership during the years ended December 31, 2006 and 2005.



The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions of the Local Limited Partnerships that would require or allow for consolidation. Accordingly, the Partnership accounts for its investments in the Local Limited Partnerships using the equity method. The Partnership is allocated profits and losses of the Local Limited Partnerships based upon its respective ownership percentage (between 95% and 99%). Distributions of surplus cash from operations from most of the Local Limited Partnerships are restricted by the Local Limited Partnerships Regulatory Agreements with the United States Department of Housing and Urban Development (HUD) and/or are restricted by the terms of the mortgages encumbering the Projects. These restrictions limit the distribution to a portion, generally less than 10%, of the initial invested capital. The excess surplus cash is deposited into a residual receipts reserve, of which the ultimate realization by the Partnership is uncertain as HUD frequently retains it upon sale or dissolution of the Local Limited Partnership. The Partnership is allocated profits and losses and receives distributions from refinancings and sales in accordance with the Local Limited Partnerships partnership agreements. These agreements usually limit the Partnerships distributions to an amount substantially less than its ownership percentage in the Local Limited Partnership.



The individual investments are carried at cost plus the Partnerships share of the Local Limited Partnerships profits less the Partnerships share of the Local Limited Partnerships losses, distributions and impairment charges.  The Partnership is not legally liable for the obligations of the Local Limited Partnerships and is not otherwise committed to provide additional support to them. Therefore, it does not recognize losses once its investment in each of the Local Limited Partnerships reaches zero.  Distributions from the Local Limited Partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the accompanying statements of operations.



For those investments where the Partnership has determined that the carrying value of its investments approximates the estimated fair value of those investments, the Partnerships policy is to recognize equity in income of the Local Limited Partnerships only to the extent of distributions received and amortization of acquisition costs from those Local Limited Partnerships.  Therefore, the Partnership limits its recognition of equity earnings to the amount it expects to ultimately realize.















The Partnership has no carrying value in investments in Local Limited Partnerships as of December 31, 2006.



The difference between the investment per the accompanying balance sheet at December 31, 2006, and the partners capital per the Local Limited Partnerships' combined financial statements is due primarily to cumulative unrecognized equity in losses of certain Local Limited Partnerships, costs capitalized to the investment account, cumulative distributions recognized as income and recognition of impairment losses.



Although the Partnerships recorded value of its investments and its equity in distributions from the Local Limited Partnerships are not individually material to the overall financial position of the Partnership, the unaudited condensed combined balance sheet of the aforementioned Local Limited Partnerships as of December 31, 2006, and the unaudited combined results of operations for each of the two years in the period ended December 31, 2006 are as follows (both 2006 and 2005 exclude the operations of Clearfield Manor Associates Ltd., which sold its investment property in 2005, and Sugar River Mills, which sold its investment property subsequent to December 31, 2006, in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets):



Condensed Combined Balance Sheet

of the Local Limited Partnerships



|                                      |                           
|------------------------------------- | --------------------------
|                                      | December 31, 2006         
|                                      | (in thousands - unaudited)
|Assets:                               |                           
|Land                                  | $   704                   
|Buildings and improvements, net of    |                           
|accumulated depreciation of           |                           
|approximately $15,040                 | 4,236                     
|Other assets                          | 7,173                     
|Total Assets                          | $12,113                   
|                                      |                           
|Liabilities and Partners Capital:    |                           
|Liabilities:                          |                           
|Mortgage notes payable                | $10,069                   
|Other liabilities                     | 693                       
|Total Liabilities                     | 10,762                    
|                                      |                           
|Partners Capital                     | 1,351                     
|Total Liabilities & Partners' Capital | $12,113                   















Condensed Combined Results of Operations

of the Local Limited Partnerships



|                                  |                            |           
|--------------------------------- | -------------------------- | ----------
|                                  | December 31,              
|                                  | 2006                       | 2005      
|                                  | (in thousands  Unaudited)
|                                  |                            | (Restated)
|Revenues:                         |                            |           
|Rental income                     | $ 3,943                    | $ 3,930   
|Other income                      | 508                        | 481       
|Total revenues                    | 4,451                      | 4,411     
|                                  |                            |           
|Expenses:                         |                            |           
|Operating                         | 2,560                      | 2,526     
|Financial                         | 818                        | 871       
|Depreciation and amortization     | 427                        | 403       
|Total expenses                    | 3,805                      | 3,800     
|                                  |                            |           
|Income from continuing operations | $646                       | $611      



The current policy of the United States Department of Housing and Urban Development (HUD) is to not renew the Housing Assistance Payment (HAP) Contracts on a long term basis on the existing terms.  In connection with renewals of the HAP Contracts under current law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which may not be the case under existing HAP Contracts.  The payments under the renewed HAP Contracts may not be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration of HUD (FHA) unless such mortgage loans are restructured.  In order to address the reduction in payments under HAP Contracts as a result of current policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 (MAHRAA) provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program.  Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan.  This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount. MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy.



When the HAP Contracts are subject to renewal, there can be no assurance that the Local Limited Partnerships in which the Partnership has an investment will be permitted to restructure its mortgage indebtedness under MAHRAA.  In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain.















Sugar River Mills



On July 18, 2006, the Local Operating General Partner for Sugar River Mills entered into a contract to sell the property. Subsequent to December 31, 2006, the Local Operating General Partner sold the property for a gross sale price of approximately $7,961,000. After payment of closing costs, the assumption of the mortgages encumbering the property by the buyer, and payment of other liabilities associated with the property, it is anticipated that distributable proceeds to the Partnership will be approximately $711,000. The Partnership has no investment balance in this Local Limited Partnership at December 31, 2006.



Clearfield Manor



On February 8, 2005, Clearfield Manor Associates Ltd. sold its investment property, consisting of 40 units, to an affiliate of its third party general partner for approximately $291,000 plus assumption of the loan encumbering the investment property. During the year ended December 31, 2005, the Partnership received a distribution of the sale proceeds of approximately $276,000 from Clearfield Manor Associates Ltd. after the payment of other liabilities.  The Partnership had no remaining investment balance in this Local Limited Partnership at the time of the sale.



Note 3 - Transactions with Affiliated Parties



Under the terms of the Restated Certificate and Agreement of Limited Partnership, the Partnership is liable to NAPICO for an annual management fee equal to 0.4 percent of the original invested assets of the limited partnerships and is calculated at the beginning of each year.  Invested assets are defined as the costs of acquiring project interests, including the proportionate amount of the mortgage loans related to the Partnerships interests in the capital accounts of the respective partnerships.  The fee was approximately $99,000 and $104,000 for the years ended December 31, 2006 and 2005, respectively. At December 31, 2006, approximately $25,000 of such fees were unpaid and are included in accrued fees due to partners. These amounts were paid to NAPICO subsequent to December 31, 2006.



The Partnership reimbursed NAPICO for certain expenses. The reimbursement to NAPICO was approximately $20,000 for the year ended December 31, 2005 and is included in administrative expenses. There were no amounts charged for the year ended December 31, 2006.



AIMCO and its affiliates owned 870 limited partnership units (the "Units") or 1,740 limited partnership interests in the Partnership representing 16.35% of the outstanding Units at December 31, 2006. A Unit consists of two limited partnership interests. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.



Note 4 - Income Taxes



The Partnership is not taxed on its income. The partners are taxed in their individual capacities based upon their distributive share of the Partnership's taxable income or loss and are allowed the benefits to be derived from off-setting their distributive share

of the tax losses against taxable income from other sources subject to passive loss limitations. The taxable income or loss differs from amounts included in the statements of operations because different methods are used in determining the losses of the Local Limited Partnerships as discussed below. The tax loss is allocated to the partner groups in accordance with Section 704(b) of the Internal Revenue Code and therefore is not necessarily proportionate to the interest percentage owned.



A reconciliation is as follows:



|                                           |                          |        
|------------------------------------------ | ------------------------ | -------
|                                           | Years Ended December 31,
|                                           | 2006                     | 2005   
|                                           | (in thousands)          
|Net (loss) income per financial statements | $   (26)                 | $   171
|                                           |                          |        
|Other                                      | --                       | 4      
|Partnership's share of Local Limited       |                          |        
|Partnership                                | 783                      | 1,577  
|                                           |                          |        
|Income per tax return                      | $757                     | $1,752 
|Income per limited partnership interest    | $140.73                  | $318.47



The following is a reconciliation between the Partnerships reported amounts and the Federal tax basis of net assets at December 31, 2006 (in thousands):



|                               |        
|------------------------------ | -------
|Net assets as reported         | $ 2,027
|Add (deduct):                  |        
|Investment in Partnerships     | (4,481)
|Deferred offering costs        | 1,422  
|Receivable                     | 2,094  
|Other                          | 41     
|Net assets  Federal tax basis | $1,103 















Note 5  Real Estate and Accumulated Depreciation of Local Limited Partnerships in Which REAL II has Invested (Unaudited)



|                  |                               |        |           |         |              |              |  | 
|----------------- | ----------------------------- | ------ | --------- | ------- | ------------ | ------------ |  | 
|                  | Gross Amount At Which Carried
|                  | At December 31, 2006         
|                  | (in thousands)               
|                  |                               |        |           |         |              |             
|                  |                               |        | Buildings |         |              |             
|                  |                               |        | And       |         |              |             
|                  |                               |        | Related   |         |              |             
|                  |                               |        | Personal  |         | Accumulated  | Date of     
|Description       | Encumbrances                  | Land   | Property  | Total   | Depreciation | Construction
|                  |                               |        |           |         |              |             
|Azalea Court      | $ 1,408                       | $   62 | $ 1,898   | $ 1,960 | $ 1,177      | 10/80-3/81  
|                  |                               |        |           |         |              |             
|Branford Elderly  | 474                           | 138    | 1,630     | 1,768   | 973          | 6/80-4/81   
|                  |                               |        |           |         |              |             
|Cherrywood/Saturn |                               |        |           |         |              |             
|Apartments        | 2,428                         | 146    | 2,665     | 2,811   | 2,183        | 9/79-4/80   
|                  |                               |        |           |         |              |             
|Crystal Springs   | 584                           | 36     | 853       | 889     | 699          | 7/80-3/81   
|                  |                               |        |           |         |              |             
|Lakeside          |                               |        |           |         |              |             
|Apartments        | 1,790                         | 115    | 1,928     | 2,043   | 1,644        | 10/80-6/81  
|                  |                               |        |           |         |              |             
|Landmark Towers   | 385                           | 39     | 1,699     | 1,738   | 1,558        | 4/79-10/80  
|                  |                               |        |           |         |              |             
|Magnolia Estates  | 1,137                         | 57     | 1,683     | 1,740   | 1,299        | 3/80-8/80   
|                  |                               |        |           |         |              |             
|Valebrook         | 1,449                         | 89     | 6,295     | 6,384   | 4,953        | 2/79-2/80   
|                  |                               |        |           |         |              |             
|Willow Wick       |                               |        |           |         |              |             
|Apartments        | 414                           | 22     | 625       | 647     | 554          | 9/80-5/81   
|Totals            | $10,069                       | $704   | $19,276   | $19,980 | $15,040      |             



Reconciliation of real estate (unaudited)



|                             |                          |         
|---------------------------- | ------------------------ | --------
|                             | Years Ended December 31,
|                             | 2006                     | 2005    
|                             | (in thousands)          
|                             |                          |         
|Balance at beginning of year | $ 29,353                 | $ 28,731
|Additions during the year    | 611                      | 622     
|Disposal of property         | (9,984)                  | --      
|Balance at end of year       | $19,980                  | $29,353 















Reconciliation of accumulated depreciation (unaudited)



|                                  |                          |        
|--------------------------------- | ------------------------ | -------
|                                  | Years Ended December 31,
|                                  | 2006                     | 2005   
|                                  | (in thousands)          
|Balance at beginning of year      | $21,910                  | $21,165
|Disposal of property              | (7,297)                  | --     
|Depreciation expense for the year | 427                      | 745    
|Balance at end of year            | $15,040                  | $21,910



Note 6 - Contingencies



The Corporate General Partner is involved in various lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the Corporate General Partner, the claims will not result in any material liability to the Partnership.













ITEM 8.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



None.



ITEM 8A.

Controls and Procedures



(a)

Disclosure Controls and Procedures. The Partnerships management, with the participation of the principal executive officer and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnerships disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnerships disclosure controls and procedures are effective.



(b)

Internal Control Over Financial Reporting. There have not been any changes in the Partnerships internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.



ITEM 8B.

Other Information



None.













PART III



ITEM 9.

Directors and Executive Officers of the Registrant and Corporate Governance



Real Estate Associates Limited II (the Partnership or the Registrant) has no directors or officers. The general partner responsible for conducting the business of the Partnership is National Partnership Investments Corp., a California Corporation (NAPICO or the Corporate General Partner).



The names and ages of, as well as the positions and offices held by, the present directors and officers of NAPICO are set forth below:  The Corporate General Partner manages and controls substantially all of the Partnerships affairs and has general responsibility and ultimate authority in all matters affecting its business. There are no family relationships between or among any directors or officers.



|                    |    |                                   
|------------------- | -- | ----------------------------------
|David R. Robertson  | 41 | President, Chief Executive Officer
|                    |    | and Director                      
|Harry G. Alcock     | 44 | Executive Vice President and      
|                    |    | Director                          
|Lance J. Graber     | 45 | Executive Vice President          
|Jeffrey H. Sussman  | 41 | Senior Vice President, General    
|                    |    | Counsel and Secretary             
|Kathleen Danilchick | 37 | Senior Vice President and Chief   
|                    |    | Financial Officer                 



David R. Robertson has been President, Chief Executive Officer and a Director of the Corporate General Partner since October 2002.   Mr. Robertson has been an Executive Vice President of AIMCO since February 2002, and was appointed President and Chief Executive Officer of AIMCO Capital in October 2002.  Mr. Robertson is responsible for property operations, asset management and transaction activities within AIMCO Capitals portfolio of affordable properties, and for redevelopment and construction activities for both the conventional and affordable property portfolios.  Since February 1996, Mr. Robertson has been Chairman and Chief Executive Officer of Robeks Corporation, a privately held chain of specialty food stores.



Harry G. Alcock was appointed as a Director of the Corporate General Partner in October 2004 and was appointed Executive Vice President of the Corporate General Partner in February 2004 and has been Executive Vice President and Chief Investment Officer of AIMCO since October 1999.  Mr. Alcock has had responsibility for acquisition and financing activities of AIMCO since July 1994, serving as Vice President from July 1996 to October 1997 and as Senior Vice President from October 1997 to October 1999.



Lance J. Graber was appointed Executive Vice President of the Corporate General Partner in February 2004 and of AIMCO in October 1999 and focuses on transactions related to Aimco Capitals portfolio of affordable properties in the eastern portion of the country.  Prior to this time, Mr. Graber was a Director at Credit Suisse First Boston from 1994 to May 1999.



Jeffrey H. Sussman has been Senior Vice President, General Counsel and Secretary of the Corporate General Partner since joining NAPICO in 1998.  Mr. Sussman is responsible for the legal affairs of NAPICO and its affiliates.  Prior to joining NAPICO in 1998, Mr. Sussman was an associate with the law firm of Rus, Miliband, Williams & Smith in Irvine, California.  His practice emphasized real estate finance and insolvency law and included the representation of borrowers, lenders, and court-appointed trustees in matters involving apartment complexes, retail centers and hotels.



Kathleen Danilchick has been Senior Vice President and Chief Financial Officer of the Corporate General Partner since March 2006 and joined AIMCO in December 2005 as a Vice President in Capital Markets.  Ms. Danilchick is responsible for the financial affairs of NAPICO as well as the limited partnerships sponsored by it.  From January 2003 through October 2005 Ms. Danilchick was a Vice President at The Lionstone Group, a real estate investment firm, where she was responsible for the supervision and management of all aspects of the national office investment program.   Prior to joining The Lionstone Group, Ms. Danilchick was a Vice President for the Morgan Stanley Real Estate Funds in London, England.



The board of directors of the Corporate General Partner does not have a separate audit committee. As such, the board of directors of the Corporate General Partner fulfills the functions of an audit committee. The board of directors has determined that Kathleen Danilchick meets the requirement of an "audit committee financial expert".



The directors and officers of the Corporate General Partner with authority over the Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www.AIMCO.com). AIMCO's website is not incorporated by reference to this filing.



ITEM 10.

Executive Compensation



None of the directors and officers of the Corporate General Partner received any remuneration from the Partnership during the year ended December 31, 2006.



ITEM 11.

Security Ownership of Certain Beneficial Owners and Management



(a)

Security Ownership of Certain Beneficial Owners



The General Partners own all of the outstanding general partnership interests of REAL II. Except as noted below as of December 31, 2006, no person or entity is known to the Partnership to own beneficially in excess of 5 percent of the outstanding limited partnership interests.



|                        |                       |           
|----------------------- | --------------------- | ----------
|                        | Number of Limited     |           
|Entity                  | Partnership Interests | Percentage
|AIMCO Properties, L.P.  |                       |           
|(an affiliate of AIMCO) | 1,740.0               | 16.35%    



AIMCO Properties, L.P. is indirectly ultimately controlled by AIMCO. Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.



(b)

None of the directors or officers of the Corporate General Partner own directly or beneficially any limited partnership interests in REAL II.



ITEM 12.

Certain Relationships and Related Transactions, and Director Independence



Under the terms of the Restated Certificate and Agreement of Limited Partnership, the Partnership is liable to NAPICO for an annual management fee equal to 0.4 percent of the original invested assets of the limited partnerships and is calculated at the beginning of each year.  Invested assets are defined as the costs of acquiring project interests, including the proportionate amount of the mortgage loans related to the Partnerships interests in the capital accounts of the respective partnerships.  The fee was approximately $99,000 and $104,000 for the years ended December 31, 2006 and 2005, respectively. At December 31, 2006, approximately $25,000 of such fees were unpaid and are included in accrued fees due to partners. These amounts were paid to NAPICO subsequent to December 31, 2006.



The Partnership reimbursed NAPICO for certain expenses. The reimbursement to NAPICO was approximately $20,000 for the year ended December 31, 2005 and is included in administrative expenses. There were no amounts charged for the year ended December 31, 2006.



AIMCO and its affiliates owned 870 limited partnership units (the "Units") or 1,740 limited partnership interests in the Partnership representing 16.35% of the outstanding Units at December 31, 2006. A Unit consists of two limited partnership interests. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.



Neither of the Corporate General Partners directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the Corporate General Partner.



ITEM 13.

Exhibits



See Exhibit Index.



ITEM 14.

Principal Accountant Fees and Services



The Corporate General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for 2007.  The aggregate fees billed for services rendered by Ernst & Young LLP for 2006 and 2005 are described below.



Audit Fees. Fees for audit services totaled approximately $37,000 and $49,000 for 2006 and 2005, respectively.  Fees for audit services also include fees for the reviews of the Partnerships Quarterly Reports on Form 10-QSB.



Tax Fees. Fees for tax services totaled approximately $10,000 and $9,000 for 2006 and 2005, respectively.















SIGNATURES







In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



| |                                           
| | ------------------------------------------
| | REAL ESTATE ASSOCIATES LIMITED II         
| | (a California limited partnership)        
| |                                           
| | By:
National Partnership Investments Corp.
| | Corporate General Partner                 
| |                                           
| | By:   /s/David R. Robertson               
| | David R. Robertson                        
| | President and Chief Executive Officer     
| |                                           
| | By:   /s/Kathleen Danilchick              
| | Kathleen Danilchick                       
| | Senior Vice President and Chief           
| | Financial Officer                         
| |                                           
| | Date: April 2, 2007                       



In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.





|                       |                               |                    
|---------------------- | ----------------------------- | -------------------
|/s/Harry G. Alcock     | Director and Executive        | Date: April 2, 2007
|Harry G. Alcock        | Vice President                |                    
|                       |                               |                    
|/s/David R. Robertson  | Director, President and Chief | Date: April 2, 2007
|David R. Robertson     | Executive Officer             |                    
|                       |                               |                    
|/s/Kathleen Danilchick | Senior Vice President and     | Date: April 2, 2007
|Kathleen Danilchick    | Chief Financial Officer       |                    

















REAL ESTATE ASSOCIATES LIMITED II

EXHIBIT INDEX





Exhibit

Description of Exhibit



3

Articles of incorporation and bylaws:  The Registrant is not incorporated. The Partnership Agreement was filed with Form S-11 #266171 which is hereby incorporated by reference.



3.1



Amendments to Restated Certificate and Agreement of Limited Partnership.

Incorporated by reference to the Registrants Current Report on Form 8-K filed on January 24, 2005.



3.2



Restated Certificate and Agreement of Limited Partnership (complete text as

amended).  Incorporated by reference to the Registrants Current Report on Form 8-K filed on January 24, 2005.



10

Material contracts:  The Registrant is not party to any material contracts, other than the Restated Certificate and Agreement of Limited Partnership dated December 4, 1979, and the twenty-one contracts representing the Partnership's investment in Local Limited Partnerships as previously filed at the Securities and Exchange Commission, File #266171, which is hereby incorporated by reference.



31.1

Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2

Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1

Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



















Exhibit 31.1

CERTIFICATION

I, David R. Robertson, certify that:

1.

I have reviewed this annual report on Form 10-KSB of Real Estate Associates Limited II;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date:  April 2, 2007

/s/David R. Robertson

David R. Robertson

President and Chief Executive Officer of National Partnership Investments Corp., equivalent of the chief executive officer of the Partnership















Exhibit 31.2

CERTIFICATION

I, Kathleen Danilchick, certify that:



1.

I have reviewed this annual report on Form 10-KSB of Real Estate Associates Limited II;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date:  April 2, 2007

/s/Kathleen Danilchick

Kathleen Danilchick

Senior Vice President and Chief Financial Officer of National Partnership Investments Corp., equivalent of the chief financial officer of the Partnership















Exhibit 32.1





Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002







In connection with the Annual Report on Form 10-KSB of Real Estate Associates Limited II (the "Partnership"), for the fiscal year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), David R. Robertson, as the equivalent of the chief executive officer of the Partnership, and Kathleen Danilchick, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.



| |                          
| | -------------------------
| | /s/David R. Robertson    
| | Name: David R. Robertson 
| | Date: April 2, 2007      
| |                          
| | /s/Kathleen Danilchick   
| | Name: Kathleen Danilchick
| | Date: April 2, 2007      



This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.