**UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549**

**FORM 10-K**

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

FOR THE FISCAL YEAR ENDED MARCH 31, 2004 

COMMISSION FILE NUMBER 33-24537 **CENTURY PACIFIC TAX CREDIT HOUSING FUND-II**

A CALIFORNIA LIMITED PARTNERSHIPI.R.S. EMPLOYER IDENTIFICATION NO. 95-4178283 1 E. Stow Road, Marlton, NJ 08053 

REGISTRANT'S TELEPHONE NUMBER:(856) 596-3008Securities Registered Pursuant to Section 12(b) or 12(g) of the Act: NONE 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed with the Commission by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes                         No 

Check if there is no disclosure of delinquent filers in response to Item 405 of 

Regulation S-K is not contained in this form and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference to part III of this Form 10-Kor any amendment to this Form 10-K . 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). 

Yes                        No 

No market exists for the limited partnership interests of the registrant, and therefore, no aggregate market value can be determined. 

Documents Incorporated by Reference

Registrant's Prospectus dated January 4, 1989, as amended (the Prospectus) and the Registrant's Supplement No. 2 dated November 21, 1989 to Prospectus dated January 4, 1989 (Supplement No. 2) but only to the extentexpressly incorporated by reference in Parts I through IV hereof. Capitalized terms which are not defined herein have the same meaning as in the Prospectus. 

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|       |    | **TABLE OF CONTENTS**                               |   |   |
|------------|---------|-----------------------------------------------------|--------|--------|
| PART 1     |    |                                                |   |   |
|       | ITEM 1  | BUSINESS                                            |   | 3      |
|       | ITEM 2  | PROPERTY                                            |   | 4      |
|       | ITEM 3  | LEGAL PROCEEDINGS                                   |   | 5      |
|       | ITEM 4  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |   | 5      |
|       |    |                                                |   |   |
| PART II    |    |                                                |   |   |
|       | ITEM 5  | MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS   |   | 5      |
|       | ITEM 6  | SELECTED FINANCIAL DATA                             |   | 5      |
|       | ITEM 7  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF             |   |   |
|       |    | FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS      |   | 6      |
|       | ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES            |   |   |
|       |    | ABOUT MARKET RISK                                   |   | 9      |
|       | ITEM 8  | FINANCIAL STATEMENTS                                |   | 9      |
|       | ITEM 9  | CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON       |   |   |
|       |    | ACCOUNTING AND FINANCIAL DISCLOSURE                 |   | 9      |
|       | ITEM 9a | CONTROLS AND PROCEDURES                             |   | 9      |
|       |    |                                                |   |   |
| PART III   |    |                                                |   |   |
|       | ITEM 10 | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT  |   | 10     |
|       | ITEM 11 | EXECUTIVE COMPENSATION                              |   | 11     |
|       | ITEM 12 | PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN           |   |   |
|       |    | BENEFICIAL OWNERS AND MANAGEMENT                    |   | 11     |
|       | ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS      |   | 11     |
|       | ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES              |   | 12     |
|       |    |                                                |   |   |
| PART IV    |    |                                                |   |   |
|       | ITEM 15 | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND        |   |   |
|       |    | REPORTS ON FORM 8-K                                 |   | 12     |
|       |    |                                                |   |   |
| SIGNATURES |    | 14                                                  |

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PART I 

ITEM 1. BUSINESS 

Century Pacific Tax Credit Housing Fund-II (CPTCHF-II or the Partnership) was formed on September 2, 1988 as a limited partnership under the laws of the State of California to invest in multifamily housing developments (theProperties). The Partnership's business is to invest primarily in other limited partnerships (Operating Partnerships) that are organized for the purposes of either constructing or acquiring and operating existing affordable multifamily rental apartments (the Properties) that are eligible for the Low Income HousingTax Credit, or to a lesser extent, the Rehabilitation Tax Credit, both enacted by the Tax Reform Act of 1986 (sometimes referred to as Credits or Tax Credits). The Partnership has invested in one Property which qualifies for the Low Income Housing Tax Credit. This Property receives one or more forms of assistance from Federal, state or local governments. A summary of thePartnership's objectives and a summary of the Tax Credits are provided in the Prospectus under "Investment Objectives and Policies" and "Federal Income Tax Aspects" on pages 45 and 79, respectively, and are incorporated herein by reference. 

The partnership does not employ any persons. The partnership reimburses an affiliate for allocated overhead. 

In order to stimulate private investment in low and moderate income housing of the types in which CPTCHF-II has invested, the federal government, through the Department of Housing and Urban Development (HUD), has providedinvestors with significant ownership incentives, such as interest subsidies, rent supplements, mortgage insurance and other measures, with the intent of reducing the risks and providing the investors/owners with certain tax benefits, limited cashdistributions and the possibility of long-term capital gains. However, there are significant risks inherent in this type of housing. Long-term investments in real estate limit the ability of CPTCHF-II to vary its portfolio in response to changingeconomic, financial and investment conditions, rising operating costs and vacancies, rent controls and collection difficulties, costs and availability of energy, as well as other factors which normally affect real estate values. In addition, theseProperties usually are rent restricted and are subject to Government Agency programs which may or may not require prior consent to transfer ownership. 

The Partnership acquired the Property by investing as the limited partner in an Operating Partnership which owns the Property. As a limited partner, CPTCHF-II's liability for obligations of the Operating Partnerships islimited to its investment. The Partnership made capital contributions to the Operating Partnership in an amount sufficient to pay the Operating Partnership’s expenses and to reimburse the General Partners for their costs incurred in forming theOperating Partnership, if any, and acquiring the Property. For the acquisition, this typically included a cash down payment (in one or more installments), acceptance of the Property's mortgage indebtedness, and execution of a Purchase Money Note infavor of the seller of the Property. 

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The Partnership's primary objective is to provide Low-Income Housing Tax Credits to its limited partners generally over a 10-year period. The Partnership's Operating Partnership has been allocated, by the relevant state taxcredit agency, an annual amount of the Low-Income Housing Tax Credits for 10 years from the date the Property was placed in service. The required holding period of the Properties is 15 years (the Compliance Period). The Property must satisfy rentrestriction, tenant income limitations and other requirements (the Low-Income Housing Tax Credit Requirements) in order to maintain eligibility for recognition of the Low-Income Housing Tax Credits at all times during the Compliance Period. Once anOperating Partnership has become eligible for the Low-Income Housing Tax Credits, it may lose such eligibility and suffer an event of recapture if its Property fails to remain in compliance with the Low-Income Housing Tax Credit Requirements. Todate, the Operating Partnership has not suffered an event of recapture of Low-Income Housing Tax Credit. 

ITEM 2. PROPERTY 

As of March 31, 2004, CPTCHF-II had an acquired equity interest in the Operating Partnership set forth in the table below. The Property acquired by the Operating Partnership receives benefits under government assistance programs provided by HUD. The table below summarizes the Operating Partnershipacquired and the government assistance programs benefiting the Property. Further information concerning this Property may be found in Supplement No. 2 to the Prospectus, pages 4 through 66, which information is incorporated herein by reference andis summarized below. 

|                                                            |                                                      |        |                                           |        |                                                     |        |        | **Capital Contribution**                   |        |
|------------------------------------------------------------|------------------------------------------------------|--------|-------------------------------------------|--------|-----------------------------------------------------|--------|--------|--------------------------------------------|--------|
|                                                            |                                                      |        |                                           |        |                                                     |        |        | **Obligation**                             |        |
|                                                            |                                                      |        |                                           |        |                                                     |        |        |                                            |        |
|                                                            |                                                      |        |                                           |        |                                                     |        |        |                                            |        |  |  |  |
| **Property Name,****Location         and Rental****Units** | **Average****Occupancy****Calendar****Year****2003** |        | **Date of****Acquisition of****Interest** |        | **Percent Interest****in Operating****Partnership** |        |        | **Total at     March         31,****2004** |        |  | **Paid through****March 31, 2004** |  |
|                                                            |                                                      |        |                                           |        |                                                     |        |
|                                                            |                                                      |        |                                           |        |                                                     |        |
|                                                            |                                                      |        |                                           |        |                                                     |        |
|                                                            |                                                      |        |                                           |        |                                                     |        |
|                                                       |                                                      |   |                                           |   |                                                     |   |   |                                            |   |  |  |   |
| Plumley Village                                            |                                                 |   |                                      |   |                                                |   |   |                                       |   |   |   |   |
| Boston, MA                                                 |                                                 |   |                                      |   |                                                |   |   |                                       |   |   |   |   |
| 430 Residential                                            |                                                 |   |                                      |   |                                                |   |   |                                       |   |   |   |   |
| Units                                                      | 99%                                                  |   | 8/1/89                                    |   | 60%                                                 |   | $      | 1,648,026                                  |   | $ | 1,648,026 |   |
|                                                       |                                                 |   |                                      |   |                                                |   |   |                                       |   |   |   |   |
|                                                       |                                                 |   |                                      |   |                                                |   |   |                                       |   |   |   |   |

|                 | **December 31, 2003** |                    |        |
|-----------------|-----------------------|--------------------|--------|
|            |                       |               |   |
|                 |                       |                    |        |  |  |  |  |  |  |  |  |  | **Government****Assistance    Program** |
|                 |                       | **Mortgage Notes** |        |  | **Residual Note** |  |  | **Purchase Note** |  |  | **Other Note** |  |
|            |                       |                    |   |  |  |   |  |  |   |  |  |   |  |
| Plumley Village |                  |               |   |   |   |   |   |   |   |   |   |   |   |
| Boston, MA      |                  |               |   |   |   |   |   |   |   |   |   |   |   |
| 430 Residential |                  |               |   |   |   |   |   |   |   |   |   |   | HUD Section 236 |
| Units           | $                     | 6,187,198          |   | $ | 5,391,987 |   | $ | 8,977,739 |   | $ | 405,895 |   | Section 8 |

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ITEM 3. LEGAL PROCEEDINGS 

As of the date of this report, there were no pending legal proceedings against CPTCHF-II or the Operating Partnership in which it has invested. 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 

As of the date of this report, there were no submissions of matters to a vote of security holders. 

PART II 

ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS 

There is at present no public market for the units of limited partnership interests (the Units), and it is unlikely that any public market for the Units will develop. See the Prospectus under "Transferability of Interests"on pages 24 and 52 of the Prospectus, which information is incorporated herein by reference. The number of owners of Units as of December 22, 2004 was approximately 513, holding 5,754 units. 

As of December 22, 2004, there were no cash distributions. 

ITEM 6. SELECTED FINANCIAL DATA 

The selected financial data set forth below, insofar as they relate to each of the three years ended March 31, 2004, and as of March 31, 2004 and 2003, are derived from, and are qualified by reference to, our auditedfinancial statements included herein and should be read in conjunction with those financial statements and the notes thereto. The selected financial data as of March 31, 2002, 2001 and 2000 and for the years ended March 31, 2001 and 2000 are derivedfrom audited financial statements not included herein. Results for past periods are not necessarily indicative of results that may be expected for future periods. 

|                                          |        | **Year Ended March 31,** |          |
|------------------------------------------|--------|--------------------------|----------|
|                                     |   |                          |     |
| **OPERATIONS**                           |   |                     | **2004** |   |   | **2003** |   |   | **2002** |   |   | **2001** |   |   | **2000** |   |
|                                     |   |                          |          |   |  |  |   |  |  |   |  |  |   |  |  |   |
| Revenues                                 |   | $                        | —   |   | $ | — |   | $ | — |   | $ | 500 |   | $ | 500 |   |
|                                     |   |                     |     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating Expenses                       |   |                     | (40,900  | ) |   | (207,622 | ) |   | (209,084 | ) |   | (189,874 | ) |   | (192,624 | ) |
| Equity in Net Losses of                  |   |                     |     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|    Operating Partnerships |   |                     |     |   |   |   |   |   |   |   |   | (430,306 | ) |   | (251,269 | ) |
|                                     |   |                          |          |   |  |  |   |  |  |   |  |  |   |  |  |   |
| Net Loss                                 |   | $                        | (40,900  | ) | $ | (207,622 | ) | $ | (209,084 | ) | $ | (619,680 | ) | $ | (443,393 | ) |
|                                     |   |                          |          |   |  |  |   |  |  |   |  |  |   |  |  |   |
| Net Loss per Unit of                     |   |                     |     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Limited Partnership                      |   |                     |     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest                                 |   | $                        | (7.11    | ) | $ | (36 | ) | $ | (36 | ) | $ | (108 | ) | $ | (77 | ) |
|                                     |   |                          |          |   |  |  |   |  |  |   |  |  |   |  |  |   |
|                                     |   |                     |     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                     |   |                     |     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                          |        | **Year Ended March 31,** |          |
|                                     |   |                          |     |
| **FINANCIAL    POSITION**                |   |                     | **2004** |   |   | **2003** |   |   | **2002** |   |   | **2001** |   |   | **2000** |   |
|                                     |   |                          |          |   |  |  |   |  |  |   |  |  |   |  |  |   |
| Total Assets                             |   | $                        | 871      |   | $ | 871 |   | $ | 918 |   | $ | 3,433 |   | $ | 433,553 |   |
|                                     |   |                          |          |   |  |  |   |  |  |   |  |  |   |  |  |   |
|                                     |   |                     |     |   |   |   |   |   |   |   |   |   |   |   |   |   |

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

Liquidity and Capital Resources 

The Partnership offered limited partnership interests to the public during calendar year 1989, pursuant to a Registration Statement filed under the Securities Act of 1933. The Partnership raised $5,754,000 in equity capitaland, thereafter, invested in Operating Partnerships, which own multifamily Properties located in Illinois and Massachusetts. These properties under Section 42 of the Internal Revenue Code earn low-income housing tax credits which are passed throughto the individual partners of the Partnership. Low-Income housing tax credits earned by the Partnership for calendar years 2002, 2001 and 2000 were $23,744 per year. 2002 was the final year of the Partnership receiving low-income housing taxcredits. 

As of March 31, 2004, the Partnership portfolio consists of one Property with 430 units.

The government restricts rental rate increases. A substantialamount of the revenue generated by this property comes from rental subsidy paymentsmade by federal or state housing agencies. These features, which are characteristicof all low-income housing properties, limit the pool of potential buyers forthese real estate assets. As a limited partner of the Operating Partnership,the Partnership does not control property disposition decisions. At the present time, managementis aware of intentions of the general partners to sell the investment property in the near future. 

The Partnership is currently experiencing a liquidity problem. Under the Partnership Agreement, the Partnership is entitled to receive distributions of surplus cash from the Operating Partnership which is to provide the funds necessary for the Partnership to meet its administrative expenses and pay the Partnership management fee. At the present time, the Operating Partnership has not generated sufficientcash distributions to fund the Partnership's expenses. As a result of the foregoing, the Partnership has been dependent upon its affiliates and the General Partners for continued financial support to meet its expenses. Though there can be noassurance, management believes that affiliates and/or the General Partners, though not required to do so, will continue to fund operations of the Partnership and defer receipt of payment of allocated overhead administrative expenses and partnershipmanagement fees. Allocated administrative expenses paid or accrued to affiliates and the General Partners represent reimbursement of the actual cost of goods and materials used for or by the Partnership, salaries, related payroll costs and otheradministrative items incurred or allocated, and direct expenses incurred in rendering legal, accounting/bookkeeping, computer, printing and public relations services. Items excluded from the overhead allocation include overhead expenses of theGeneral Partners, including rent and salaries of employees not specifically performing the services described above. Unpaid allocated administrative expenses and partnership management fees, an annual amount up to .5% of invested assets, will accruefor payment in future operating years. 

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The Partnership is not expected to have access to any significant sources of financing. Accordingly, if unforeseen contingencies arise that cause an Operating Partnership to require additional capital to sustain operations,in addition to that previously contributed by the Partnership, the source of the required capital needs may be from (i) limited reserves from the Partnership (which may include distributions received from the Operating Partnership that wouldotherwise be available for distribution to partners), (ii) debt financing at the Operating partnership level (which may not be available), or (iii) additional equity contributions from the general partner of the Operating Partnership (which may notbe available). There can be no assurance that any of these sources would be readily available to provide for possible additional capital requirements which may be necessary to sustain the operations of the Operating Partnership. 

Contractual Obligations 

The Operating Partnership’s contractual cash obligations and other commercial commitments at March 31, 2004 are summarized in the following table: 

|   |      |   |   |          |   |   | **Mortgage Payable** |   |   |          |   |   |        |   |
|--------|-----------|--------|--------|---------------|--------|--------|----------------------|--------|--------|---------------|--------|--------|-------------|--------|
|        |      |
|   |      |   |   | **LESS THAN** |   |   |                 |   |   |          |   |   | **AFTER**   |   |
|   | **TOTAL** |   |   | **1 YEAR**    |   |   | **1-3 YEARS**        |   |   | **4-5 YEARS** |   |   | **5 YEARS** |   |
|        |           |   |        |               |   |        |                      |   |        |               |   |        |             |   |
| $      | 5,761,192 |   | $      | 463,660       |   | $      | 1,053,894            |   | $      | 1,248,436     |   | $      | 2,995,202   |   |

The Partnership is organized as a limited partnership and is a "pass through" tax entity which does not, itself, pay federal income tax. However, the partners of the Partnership, who are subject to federal income tax, maybe affected by the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of 1987, the Technical and Miscellaneous Revenue Act of 1988, the Omnibus Budget Reconciliation Act of 1989 and the Omnibus Budget Reconciliation Act of 1990 and allsubsequent tax acts (collectively the Tax Acts). The Partnership will consider the effect of certain aspects of the Tax Acts on the partners when making investment decisions. The Partnership does not anticipate that the Tax Acts will have a materialadverse impact on the Partnership's business operations, capital resources, plans or liquidity. 

Results of Operations 

The fiscal year of the Partnership ends on March 31 of each year, however, the fiscal year of the Operating Partnership ends on December 31. Therefore, the earnings and losses of the Operating Partnership reflected on theequity method in the Partnership's financial statements for its current fiscal year are for the calendar year ended December 31, 2003. 

2004 Compared to 2003 

For the fiscal year ended March 31, 2004, the Partnership recorded a net loss of approximately $41,000, as compared to a net loss of approximately $208,000 for the prior fiscal year. The decrease in net loss is the resultof the elimination of management fees as an expense, due to the general partner’s waiver of such fee for fiscal year 2004. 

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In accordance with the equity method of accounting for limited partnership interests, the Partnership does not recognize losses from the investment properties when losses exceed the Partnership's equity method basis in thisproperty.

Combined rental revenue of the Operating Partnerships decreased during the current calendar year.****The average occupancy level for Plumley Villageremained constant at 99% in calendar year 2003. The total expenses of the operating properties increased by approximately $219,000 in the current year primarily due to increases in interest expense, utilities and management fees. 

In 2003, one of the Operating Partnerships sold the following property: 

| **OPERATING**   |   |              |   |         |   | **DATE**  |   |   | **SELLING** |   |   | **BASIS OF ASSET** |   |   |     |   |
|-----------------|--------|-------------------|--------|--------------|--------|-----------|--------|--------|-------------|--------|--------|--------------------|--------|--------|----------|--------|
| **PARTNERSHIP** |   | **PROJECT NAME**  |   | **LOCATION** |   | **SOLD**  |   |   | **PRICE**   |   |   | **SOLD**           |   |   | **GAIN** |   |
|                 |   |                   |   |              |   |           |   |        |             |   |        |                    |   |        |          |   |
| Washington      |   | Washington Courts |   |         |   |      |   |   |        |   |   |               |   |   |     |   |
| Courts LP       |   | Apts.             |   | Chicago, IL  |   | 9/16/2003 |   | $      | 7,123,996   |   | $      | 6,139,302          |   | $      | 984,694  |   |

This property was sold at its fair market value which was less than the existing debt on the property.

2003 Compared to 2002 

For the fiscal year ended March 31, 2003, the Partnership recorded a net loss of approximately $208,000, as compared to a net loss of approximately $209,000 for the prior fiscal year. The decrease in net loss is the resultof a small decrease in the Partnership's expenses of approximately $1,000. 

In accordance with the equity method of accounting for limited partnership interests, the Partnership does not recognize losses from investment properties when losses exceed the Partnership's equity method basis in theseproperties. One of the two investments has had an equity method basis of zero since March 31, 1993. The recorded share of the Partnership's other investment on an equity method basis was reduced to zero in 2001. 

In the aggregate, combined rental revenue of the Operating Partnerships increased during calendar year 2003. The average occupancy level for Plumley Village remained constant at 99% in calendar year 2002, but WashingtonCourt increased to 94% occupancy level in calendar year 2003. The combined total expenses of the two operating properties decreased by approximately $43,000 in calendar year 2003 primarily due to decreases in interest, repairs and maintenance andmanagement fees offset with increases in utilities, other operating expenses and depreciation. 

Inflation 

Inflation is not expected to have a material adverse impact on the Partnership's operations during its period of ownership of the Properties. 

Other 

The Partnership's operations are not subject to any significant seasonal fluctuations. The Partnership believes it is in compliance with environmental regulations and does not anticipate material effects of continuedcompliance.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

Not applicable. 

ITEM 8. FINANCIAL STATEMENTS 

The financial statements together with the report of the independent auditors thereon are set forth on the pages indicated in ITEM 15. 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 

On July 28, 2004, the prior auditors, Rubin Brown, Gornstein & Co., LLP (“Rubin”) were dismissed as auditors for the Partnership. The decision to change accountants was approved by the general partners of thePartnership. Rubin’s report on the Partnership’s financial statements for the years ended March 31, 2003 and 2002 contained a modification as to uncertainty of the Partnership to continue as a going concern. Rubin’s report on theabove mentioned financial statements contained no adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, other than those previously discussed.

Effective July 28, 2004, the Partnership engaged Asher & Company, Ltd. (Asher) to perform the audit of the Partnership’s financial statements as of and for the year ended March 31, 2004. 

There are no known disagreements on any matter of accounting principles or practices or financial statement disclosure with current or predecessor auditors. 

ITEM 9a. CONTROLS AND PROCEDURES 

As of the end of the period reported      in this report, an evaluation was carried out, under the supervision of      our management, including the Chief Executive Officer and Chief Financial      Officer, of the effectiveness of the design and operation of our disclosure      controls and procedures, pursuant to Rule 13a-15 of the Securities Exchange      Act of 1934. Based upon that evaluation, the Chief Executive Officer and      Chief Financial Officer concluded that our disclosure controls and procedures      were effective, in all material respects, with respect to the recording,      processing, summarizing and reporting of information required to be disclosed      by us in the reports that we file or submit under theExchange Act.

There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation described above.

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|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| PART III                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| The Partnership has no officers or directors. Management of the Partnership is vested in Irwin Jay Deutch and Century Pacific Capital II Corporation (CPII) (the General Partners). The GeneralPartners will involve themselves in the day-to-day affairs of the Partnership as required to protect the Limited Partners' investment and advance the Partnership's investment objectives. Mr. Deutch, the Managing General Partner, has the overallresponsibility for the preparation and transmittal of periodic reports to the Limited Partners, preparation and filing of the Partnership's tax returns with the IRS and the appropriate state tax authorities, and the preparation and filing of reportsto HUD and other Government Agencies.                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Following is biographical information on Mr. Deutch and the Executive Officers of CPII:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| IRWIN JAY DEUTCH                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Irwin Jay Deutch, age 63, is Chairman of the Board, President, and ChiefExecutive Officer of Century Pacific Realty Corporation (CPRC), a General Partner ofthe Operating Partnerships that own the Properties in which CPTCHF-II has invested, and its Affiliates. Mr. Deutch has been involved with low-income housing investments since 1968. He is the individual general partner in 62 private limitedpartnerships and two public limited partnerships investing in 209 properties, including 196 multifamily properties with 33,700 apartment units, 10 commercial projects, and 3 hotel properties. Fifty-eight of the 62 private limited partnerships haveinvested in affordable housing. In his capacity as general partner and officer of CPRC, he oversees the management of these partnerships and assumes overall responsibility for the development, direction, and operation of all affiliated CPRCcompanies. Mr. Deutch is recognized as an expert in the field of affordable housing and frequently addresses professional groups on topics of real estate investment, syndication, tax law, and the Low-Income Housing Tax Credit program. |
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Mr. Deutch received a B.B.A. with distinction from the University of Michigan School of Business Administration in 1962 and a Juris Doctor degree with honors from the University of Michigan Law School in 1965. He is a member of the Order of the Coif. Mr. Deutch served in the Honors Program in theOffice of the Chief Counsel of the Internal Revenue Service from 1965 to 1967, where he was assigned to the Interpretative Division in Washington, D.C. He attended Georgetown Law Center and received his Master of Laws degree in taxation in 1967. Mr.Deutch is a member of the State Bars of Michigan and California, as well as the American, Federal, Los Angeles, and Beverly Hills Bar Associations. 

KEY OFFICERS OF CPII AND AFFILIATES 

JAMES V. BLEILER 

Mr. Bleiler is the Chief Financial Officer of CPRC. He previously was a Senior Auditor for Arthur Anderson & Company, Controller for Atlantic Aviation Corporation, and Assistant Controller for Provident National Bank.He has over 36 years of diversified experience in real estate accounting and commercial banking. Mr. Bleiler holds a Bachelor of Science degree in Accounting from Widener University, and is a Certified Public Accountant. 

ITEM 11. EXECUTIVE COMPENSATION 

The Partnership has no officers or directors. However, in connection with the operations of the partnership and the Operating Partnerships, the General Partners and their Affiliates will or may receive certain fees,compensation, income and other payments which are described in the Prospectus under "Compensation, Fees and Reimbursements" on page 17, the terms of which are incorporated herein by reference. 

ITEM 12. PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

No partner in CPTCHF-II owns more than 5% of the total number of partnership interests outstanding. Irwin J. Deutch, the Managing General Partner, holds a one-half percent General Partnership Interest. 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

Irwin J. Deutch is the Managing General Partner of CPTCHF-II, and CPII is also a General Partner. Irwin J. Deutch is the sole Director and President of CPII, and the stock of CPII is solely owned by the Deutch Family Trust. Mr. Deutch is also the President, sole Director and the Deutch Family Trust isthe sole stockholder of Century Pacific Realty Corporation (CPRC), a General Partner of the Operating Partnerships that own the Properties in which CPTCHF-II has invested. CPII received a partnership management fee for its services in managing andadvising the Partnership and its business. CPEC, an affiliate, provides all the services and materials necessary for the operation of the Partnership and is reimbursed for actual costs. These transactions are more particularly set forth in thefinancial statements found under ITEM 15. 

As of March 31, 2004, a third-party buyer had entered into a conditional contract to acquire CP Equity, CP Capital, CP Realty, and their affiliated companies and partnerships from Deutch's family trust. As of March 31,2004, these acquisitions had not yet occurred, but are anticipated to occur in 2005. 

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| ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES |
|-------------------------------------------------|
|                                            |   |   |
|                                            | a.   | AUDIT FEES. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Partnership’s annual financialstatements and review of the financial statements included in the Partnership’s Form 10-Q, or services that are normally provided by the accountant in connection with the statutory and regulatory filings or engagements for such two fiscalyears, amounted to $14,700 in 2004 and $7,000 in 2003. |
|                                            |   |   |
|                                            | b.   | AUDIT RELATED FEES. There were no fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for assurance and related services by the principalaccountant that were reasonably related to the performance of the audit or review of the Partnership’s financial statements. |
|                                            |   |   |
|                                            | c.   | TAX FEES. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning services amountedto $0 in 2004 and $2,500 in 2003. |
|                                            |   |   |
|                                            | d.   | ALL OTHER FEES. There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant other than the services reported in the three precedingparagraphs. |

PART IV 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 

|   | (a)    | Exhibits and financial statement schedules |                                                       |   |   |
|--------|--------|--------------------------------------------|------------------------------------------------------------|--------|--------|
|   |   |                                       |                                                       |   |   |   |
|   |   | (1)                                        | Financial Statements:                                      |   |   |   |
|   |   |                                       |                                                       |   |   |   |
|   |   |                                       | Report of Independent Registered Public Accounting Firm as |   |   |   |
|   |   |                                       | of March 31, 2004                                          |   | F-1    |   |
|   |   |                                       |                                                       |   |   |   |
|   |   |                                       | Report of Independent Registered Public Accounting Firm as |   |   |   |
|   |   |                                       | of March 31, 2003 and 2002                                 |   | F-2    |   |
|   |   |                                       |                                                       |   |   |   |
|   |   |                                       | Balance Sheets as of March 31, 2004 and 2003               |   | F-3    |   |
|   |   |                                       |                                                       |   |   |   |
|   |   |                                       | Statements of Operations for the Years Ended March 31,     |   |   |   |
|   |   |                                       | 2004, 2003 and 2002                                        |   | F-4    |   |
|   |   |                                       |                                                       |   |   |   |
|   |   |                                       | Statements of Partners' Deficit for the                    |   |   |   |
|   |   |                                       | Years Ended March 31, 2004, 2003 and 2002                  |   | F-5    |   |
|   |   |                                       |                                                       |   |   |   |
|   |   |                                       | Statements of Cash Flows for the Years Ended March 31,     |   |   |   |
|   |   |                                       | 2004, 2003 and 2002                                        |   | F-6    |   |
|   |   |                                       |                                                       |   |   |   |
|   |   |                                       | Notes to Financial Statements                              |   | F-7    |   |

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|   |   | (2)    |   | Financial Statement Schedules:                             |   |   |   |
|--------|--------|--------|--------|------------------------------------------------------------|--------|--------|--------|
|   |   |   |   |                                                       |   |   |   |
|   |   |   |   | Schedule III - Real Estate and Accumulated Depreciation of |   |   |   |
|   |   |   |   | Operating Partnerships    in which CPTCHF-II has Limited   |   |   |   |
|   |   |   |   | Partnership Interests                                      |   | F-15   |   |
|   |   |   |   | Notes to Schedule III - Real Estate and Accumulated        |   |   |   |
|   |   |   |   | Depreciation of    Operating Partnerships in which         |   |   |   |
|   |   |   |   | CPTCHF-II has Limited    Partnership Interests             |   | F-15   |   |
|   |   |   |   | Schedule IV - Mortgage Loans on Real Estate of Operating   |   |   |   |
|   |   |   |   | Partnerships in    which CPTCHF-II has Limited Partnership |   |   |   |
|   |   |   |   | Interests                                                  |   | F-17   |   |
|   |   |   |   | Notes to Schedule IV - Mortgage Loans on Real Estate of    |   |   |   |
|   |   |   |   | Operating Partnerships    in which CPTCHF-II has Limited   |   |   |   |
|   |   |   |   | Partnership Interests                                      |   | F-17   |   |

All other schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto. 

| (b)    |   | Reports on Form 8-K          |
|--------|--------|------------------------------|
|   |   |                         |
|   |   | Not applicable               |
|   |   |                         |
| (c)    |   | Exhibits                     |
|   |   |                         |   |   |
|   |   | 31.1                         |   | Certification Pursuant to 15 U.S.C. Section 7241, as Adopted |
|   |   |                         |   | Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
|   |   |                         |   |   |
|   |   | 31.2                         |   | Certification Pursuant to 15 U.S.C. Section 7241, as Adopted |
|   |   |                         |   | Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
|   |   |                         |   |   |
|   |   | 32.1                         |   | Certification Pursuant to 18 U.S.C. Section 1350, |
|   |   |                         |   | as Adopted Pursuant to Section 906 of the |
|   |   |                         |   | Sarbanes-Oxley Act of 2002* |
|   |   |                         |   |   |
|   |   | 32.2                         |   | Certification Pursuant to 18 U.S.C. Section 1350, |
|   |   |                         |   | as Adopted Pursuant to Section 906 of the |
|   |   |                         |   | Sarbanes-Oxley Act of 2002* |
|   |   |                         |   |   |
| (d)    |   | Financial Statement Schedule |
|   |   |                         |   |   |
|   |   | Not applicable               |
|   |   |                         |   |   |
|   |   | * Filed herewith             |

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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

PartnersCentury Pacific Tax Credit Housing Fund - II 

We have audited the accompanying balance sheet of Century Pacific Tax Credit Housing Fund - II as of March 31, 2004, and the related statements of operations, partners' deficit and cash flows for the year then ended. Thesefinancial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. 

We conducted our audit 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 aboutwhether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Century Pacific Tax Credit Housing Fund - II as of March 31, 2004 and the results of itsoperations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. 

The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 3 to the financial statements, the Partnership has suffered recurring losses fromoperations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters also are described in Note 3. The financial statements do not include anyadjustments that might result from the outcome of this uncertainty. 

Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 15 are presented for purposes of complying with the Securities and ExchangeCommission's rules and are not a part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, fairly state in all material respectsthe financial data required to be set forth therein in relation to the basic financial statements taken as a whole. 

/s/ ASHER & COMPANY, LTD. 

Philadelphia, Pennsylvania October 11, 2004 

F-1 

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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM**

PartnersCentury Pacific Tax Credit Housing Fund -II 

We have audited the accompanying balance sheet of Century Pacific Tax Credit Housing Fund - II as of March 31, 2003, and the related statements of operations, partners' deficit and cash flows for each of the two years inthe period ended March 31, 2003. 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 standardsof the Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluatingthe overall financial statement presentation. We believe that our audits providea reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Century Pacific Tax Credit Housing Fund - II as of March 31, 2003 and the results of itsoperations and its cash flows for each of the two years in the period ended March 31, 2003, in conformity with accounting principles generally accepted in the United States of America. 

The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 3 to the financial statements, the Partnership has suffered recurring losses fromoperations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters also are described in Note 3. The financial statements do not include anyadjustments that might result from the outcome of this uncertainty. 

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 15 are presented for purposes of complying with the Securities and ExchangeCommission's rules and are not a part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, fairly state in all materialrespects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. 

/s/ RUBIN, BROWN, GORNSTEIN & CO. LLP

St. Louis, Missouri June 3, 2003 

F-2 

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**CENTURY PACIFIC TAX CREDIT HOUSING FUND II**

**BALANCE SHEETS**

| ASSETS                                         |                                            |   |          |       |   |      |       |
|------------------------------------------------|-------------------------------------------------|--------|---------------|------------|--------|-----------|------------|
|                                           |                                            |   | **March 31,** |       |
|                                           |                                            |   |               |       |
|                                           |                                            |   |          | **2004**   |   |      | **2003**   |   |
|                                           |                                            |   |               |            |   |           |            |   |
|                                           |                                            |   |          |       |   |      |       |   |
| Cash                                           |                                            |   | $             | —     |   | $         | —     |   |
| Advance to a general partner (Note 4)          |                                            |   | 871           |       |   | 871       |       |
| Investments in operating partnerships (Note 5) |                                            |   | —        |       |   | —    |       |
|                                           |                                            |        |               |       |        |           |       |
| TOTAL ASSETS                                   |                                            | $      | 871           |       | $      | 871       |       |
|                                           |                                            |   |               |            |   |           |            |   |
|                                           |                                            |   |          |       |   |      |       |   |
| LIABILITIES AND PARTNERS' DEFICIT              |                                            |   |          |       |   |      |       |
|                                           |                                            |   |          |       |   |      |       |   |
| LIABILITIES                                    |                                            |   |          |       |   |      |       |
| Accounts payable and accrued expenses          |                                            | $      | 5,800         |       | $      | 5,800     |       |
| Due to affiliates (Note 4)                     |                                            |   | 2,309,995     |       |   | 2,269,095 |       |
| Loan payable – affiliate (Note 4)        |                                            |   | 40,594        |       |   | 40,594    |       |
|                                           |                                            |        |               |       |        |           |       |
| TOTAL LIABILITIES                              |                                            | $      | 2,356,389     |       | $      | 2,315,489 |       |
|                                           |                                            |   |               |            |   |           |            |   |
|                                           |                                            |   |          |       |   |      |       |   |
| COMMITMENTS AND CONTINGENCIES (Note 6)         |                                            |   |          |       |   |      |       |
|                                           |                                            |   |          |       |   |      |       |   |
| PARTNERS' DEFICIT                              |                                            |   |          |       |   |      |       |
|                                           | General partners                                |   |          | (72,609    | )      |      | (72,200    | ) |
|                                           | Limited partners, $1,000 stated value per unit, |   |          |       |   |      |       |   |
|                                           | 25,000 units authorized, 5,574 units issued     |   |          |       |   |      |       |   |
|                                           | and outstanding                                 |   |          | (2,282,909 | )      |      | (2,242,418 | ) |
|                                           |                                            |   |               |            |   |           |            |   |
|                                           | TOTAL PARTNERS’ DEFICIT                   |   |          | (2,355,518 | )      |      | (2,314,618 | ) |
|                                           |                                            |   |               |            |   |           |            |   |
|                                           |                                            |   |          |       |   |      |       |   |
|                                           |                                            |   | $             | 871        |   | $         | 871        |   |
|                                           |                                            |   |               |            |   |           |            |   |

F-3 

See the accompanying report letter and notes to financial statements. 

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**CENTURY PACIFIC TAX CREDIT HOUSING FUND II**

**STATEMENTS OF OPERATIONS**

|                                                              |   | **FOR THE YEARS ENDED MARCH 31,** |     |
|-------------------------------------------------------------------|--------|-----------------------------------|----------|
|                                                              |   |                                   |     |
|                                                              |   |                              | **2004** |   |   | **2003** |   |   | **2002** |   |
|                                                              |   |                                   |          |   |  |  |   |  |  |   |
| REVENUES                                                          |   |                              |     |   |   |   |   |   |   |   |
|    Transfer fees                                   |   | $                                 | —   |   | $ | — |   | $ | — |   |
|                                                              |   |                              |     |   |   |   |   |   |   |   |
| EXPENSES                                                          |   |                              |     |   |   |   |   |   |   |   |
|    Partnership management fee –    affiliate |   |                              | —   |   |   | 162,091 |   |   | 159,321 |   |
|       (Note 4)                      |   |                              |     |   |   |   |   |   |   |   |
|    Allocated overhead expenses – affiliate   |   |                              | 37,600   |   |   | 37,600 |   |   | 37,600 |   |
|       (Note 4)                      |   |                              |     |   |   |   |   |   |   |   |
| Other general and administrative                                  |   |                              |     |   |   |   |   |   |   |   |
|    expenses                                        |   |                              | 3,300    |   |   | 7,931 |   |   | 12,163 |   |
|                                                              |   |                                   |          |   |  |  |   |  |  |   |
|                                                              |   |                              |     |   |   |   |   |   |   |   |
|     TOTAL EXPENSES                            |   | $                                 | 40,900   |   | $ | 207,622 |   | $ | 209,084 |   |
|                                                              |   |                                   |          |   |  |  |   |  |  |   |
|                                                              |   |                              |     |   |   |   |   |   |   |   |
| LOSS BEFORE EQUITY IN NET LOSSES OF                               |   |                              |     |   |   |   |   |   |   |   |
|    OPERATING PARTNERSHIPS                          |   |                              | (40,900  | ) |   | (207,622 | ) |   | (209,084 | ) |
|                                                              |   |                              |     |   |   |   |   |   |   |   |
| EQUITY IN NET LOSSES OF OPERATING                                 |   |                              |     |   |   |   |   |   |   |   |
|    PARTNERSHIPS (NOTE 5)                           |   |                              | —   |   |   | — |   |   | — |   |
|                                                              |   |                                   |          |   |  |  |   |  |  |   |
|                                                              |   |                              |     |   |   |   |   |   |   |   |
| NET LOSS                                                          |   | $                                 | (40,900  | ) | $ | (207,622 | ) | $ | (209,084 | ) |
|                                                              |   |                                   |          |   |  |  |   |  |  |   |
|                                                              |   |                              |     |   |   |   |   |   |   |   |
| ALLOCATION OF NET LOSS                                            |   |                              |     |   |   |   |   |   |   |   |
|    General partners                                |   | $                                 | (40,491  | ) | $ | (2,076 | ) | $ | (2,091 | ) |
|    Limited partners                                |   |                              | (409     | ) |   | (205,546 | ) |   | (206,993 | ) |
|                                                              |   |                                   |          |   |  |  |   |  |  |   |
|                                                              |   |                              |     |   |   |   |   |   |   |   |
|                                                              |   | $                                 | (40,900  | ) | $ | (207,622 | ) | $ | (209,084 | ) |
|                                                              |   |                                   |          |   |  |  |   |  |  |   |
|                                                              |   |                              |     |   |   |   |   |   |   |   |
| NET LOSS PER UNIT OF LIMITED                                      |   |                              |     |   |   |   |   |   |   |   |
|    PARTNERSHIP INTEREST                            |   | $                                 | (7.11    | ) | $ | (36 | ) | $ | (36 | ) |
|                                                              |   |                                   |          |   |  |  |   |  |  |   |
|                                                              |   |                              |     |   |   |   |   |   |   |   |
| AVERAGE NUMBER OF OUTSTANDING UNITS                               |   |                              | 5,754    |   |   | 5,754 |   |   | 5,754 |   |
|                                                              |   |                                   |          |   |  |  |   |  |  |   |

F-4 

See the accompanying report letter and notes to financial statements. 

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**CENTURY PACIFIC TAX CREDIT HOUSING FUND II**

**STATEMENTS  OF PARTNERS' DEFICIT  FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002**

|                               |   |   | **GENERAL**  |   |   | **LIMITED**  |   |   |       |   |
|------------------------------------|--------|--------|--------------|--------|--------|--------------|--------|--------|------------|--------|
|                               |   |   | **PARTNERS** |   |   | **PARTNERS** |   |   | **TOTAL**  |   |
|                               |   |        |              |   |        |              |   |        |            |   |
|                               |   |   |         |   |   |         |   |   |       |   |
| PARTNERS' DEFICIT APRIL 1, 2001    |   | $      | (68,033      | )      | $      | (1,829,879   | )      | $      | (1,897,912 | )      |
|                               |   |   |         |   |   |         |   |   |       |   |
|    NET LOSS         |   |   | (2,091       | )      |   | (206,993     | )      |   | (209,084   | )      |
|                               |   |        |              |   |        |              |   |        |            |   |
|                               |   |   |         |   |   |         |   |   |       |   |
| PARTNERS' DEFICIT MARCH 31, 2002   |   |   | (70,124      | )      |   | (2,036,872   | )      |   | (2,106,996 | )      |
|                               |   |   |         |   |   |         |   |   |       |   |
|    NET LOSS         |   |   | (2,076       | )      |   | (205,546     | )      |   | (207,622   | )      |
|                               |   |        |              |   |        |              |   |        |            |   |
|                               |   |   |         |   |   |         |   |   |       |   |
| PARTNERS' DEFICIT MARCH 31, 2003   |   |   | (72,200      | )      |   | (2,242,418   | )      |   | (2,314,618 | )      |
|                               |   |   |         |   |   |         |   |   |       |   |
|    NET LOSS         |   |   | (409         | )      |   | (40,491      | )      |   | (40,900    | )      |
|                               |   |        |              |   |        |              |   |        |            |   |
|                               |   |   |         |   |   |         |   |   |       |   |
| PARTNERS' DEFICIT MARCH 31, 2004   |   | $      | (72,609      | )      | $      | (2,282,909   | )      | $      | (2,355,518 | )      |
|                               |   |        |              |   |        |              |   |        |            |   |
|                               |   |   |         |   |   |         |   |   |       |   |
| PERCENTAGE INTEREST MARCH 31, 2004 |   |   | 1%           |   |   | 99%          |   |   | 100%       |   |
|                               |   |        |              |   |        |              |   |        |            |   |

F-5 

See the accompanying report letter and notes to financial statements. 

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**CENTURY PACIFIC TAX CREDIT HOUSING FUND II**

**STATEMENTS OF CASH FLOWS**

|                                                                                                           |   | **FOR THE YEARS ENDED MARCH 31,** |          |
|----------------------------------------------------------------------------------------------------------------|--------|-----------------------------------|---------------|
|                                                                                                           |   |                                   |          |
|                                                                                                           |   |                              | **2004**      |   |   | **2003** |   |   | **2002** |   |
|                                                                                                           |   |                                   |               |   |  |  |   |  |  |   |
|                                                                                                           |   |                              |          |   |   |   |   |   |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES                                                                           |   |                              |          |   |   |   |   |   |   |   |
|    Net Loss                                                                                     |   | $                                 | (40,900       | ) | $ | (207,622 | ) | $ | (209,084 | ) |
|                                                                                                           |   |                              |          |   |   |   |   |   |   |   |
|    Adjustments to reconcile net loss                                                            |   |                              |          |   |   |   |   |   |   |   |
|       to net cash used in operating                                              |   |                              |          |   |   |   |   |   |   |   |
|       activities:                                                                |   |                              |          |   |   |   |   |   |   |   |
|          Equity in net losses of                                  |   |                              |          |   |   |   |   |   |   |   |
|             operating partnerships                 |   |                              | —        |   |   | — |   |   | — |   |
|          Change in assets and liabilities:                        |   |                              |          |   |   |   |   |   |   |   |
|             Increase (decrease) in                 |   |                              |          |   |   |   |   |   |   |   |
|                accounts payable and |   |                              |          |   |   |   |   |   |   |   |
|                accrued expenses     |   |                              | —        |   |   | 1,629 |   |   | (1,629 | ) |
|             Increase in due to affiliates          |   |                              | 40,900        |   |   | 205,946 |   |   | 208,198 |   |
|                                                                                                           |   |                                   |               |   |  |  |   |   |  |   |
| NET CASH USED IN                                                                                               |   |                              |          |   |   |   |   |   |   |   |
|    OPERATING ACTIVITIES                                                                         |   | $                                 | —        |   | $ | (47 | ) | $ | (2,515 | ) |
|                                                                                                           |   |                                   |               |   |  |  |   |  |  |   |
|                                                                                                           |   |                              |          |   |   |   |   |   |   |   |
| NET DECREASE IN CASH                                                                                           |   | $                                 |   — |   | $ | (47 | ) | $ | (2,515 | ) |
|                                                                                                           |   |                              |          |   |   |   |   |   |   |   |
| CASH – BEGINNING OF YEAR                                                                                  |   |                              | —        |   |   | 47 |   |   | 2,562 |   |
|                                                                                                           |   |                                   |               |   |  |  |   |  |  |   |
|                                                                                                           |   |                              |          |   |   |   |   |   |   |   |
| CASH – END OF YEAR                                                                                        |   | $                                 | —        |   | $ | — |   | $ | 47 |   |
|                                                                                                           |   |                                   |               |   |  |  |   |  |  |   |
|                                                                                                           |   |                              |          |   |   |   |   |   |   |   |
| NET LOSS PER UNIT OF LIMITED                                                                                   |   |                              |          |   |   |   |   |   |   |   |
| PARTNERSHIP INTEREST                                                                                           |   | $                                 | —        |   | $ | — |   | $ | — |   |
|                                                                                                           |   |                                   |               |   |  |  |   |  |  |   |
|                                                                                                           |   |                              |          |   |   |   |   |   |   |   |
| AVERAGE NUMBER OF OUTSTANDING UNITS                                                                            |   |                              | 5,754         |   |   | 5,754 |   |   | 5,754 |   |
|                                                                                                           |   |                                   |               |   |  |  |   |  |  |   |

F-6 

See the accompanying report letter and notes to financial statements. 

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**CENTURY PACIFIC TAX CREDIT HOUSING FUND-II**

**NOTES TO FINANCIAL STATEMENTSMARCH 31, 2004, 2003 AND 2002**

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

BASIS OF ACCOUNTING 

The Partnership maintains its financial records on the tax basis. Memorandum entries, while not recorded in the records of the Partnership, have been made in order to prepare the financial statements in accordance with accounting principles generally accepted in the United States of America. 

On August 7, 1991, management of the Partnership changed from a calendar year end to a fiscal year end of March 31 for financial reporting purposes. Accordingly, the Partnership’s quarterly periods end June 30,September 30 and December 31. The Operating Partnerships, for financial reporting purposes, have a calendar year. The Partnership, as well as the Operating Partnerships, has a calendar year for income tax purposes. 

ESTIMATES AND ASSUMPTIONS 

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

INVESTMENTS IN OPERATING PARTNERSHIPS 

The Partnership uses the equity method to account for its investments in the Operating Partnerships (Note 4). Under the equity method of accounting, the investments are carried at cost and adjusted for thePartnership’s share of the Operating Partnerships’ results of operations and by cash distributions received. Equity in the loss of	each Operating Partnership allocated to the Partnership is not	recognized to the extent that the investmentbalance would become	negative. 

SYNDICATION COSTS 

Public offering costs have been recorded as a direct reduction to the capital accounts of the Limited Partners. 

F-7 

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**CENTURY PACIFIC TAX CREDIT HOUSING FUND-II**

**Notes To Financial Statements (Continued)**

| INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                        |
| No provision has been made for income taxes in the accompanying financial statements since such taxes and/or the recapture of the Low-Income Housing Tax Credit benefits received, if any, arethe liability of the individual partners. The Partnership uses the accrual method of accounting for tax purposes.                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                        |
| NET LOSS PER UNIT OF LIMITED PARTNERSHIP INTEREST                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Net loss per unit of limited partnership interest is calculated based upon the weighted average number of units of limited partnership interest (units) outstanding.                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
| 2.                                                                                                                                                                                                                                                                                                                                                                                                                     | OPERATIONS |
|                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Century Pacific Tax Credit Housing Fund-II, a California limited partnership, (the Partnership or CPTCHF-II), was formed on September 2, 1988 for the purpose of raising capital by offeringand selling limited partnership interests and then acquiring limited partnership interests in partnerships (the Operating Partnerships) owning and operating existing residential apartment rental properties (the Properties). |
|                                                                                                                                                                                                                                                                                                                                                                                                                        |
| The general partners of the Partnership are Century Pacific Capital II Corporation, a California corporation (CPII), and Irwin Jay Deutch, an individual (collectively, the general partners).The general partners and affiliates of the general partners (the general partners and affiliates) have interests in the Partnership and receive compensation from the Partnership and the Operating Partnerships (Note 4).    |
|                                                                                                                                                                                                                                                                                                                                                                                                                        |
| The Properties qualify for the Low-Income Housing Tax Credit established by Section 42 of the Tax Reform Act of 1986 (the Low-Income Housing Tax Credit). These properties are leveragedlow-income multifamily residential complexes and receive one or more forms of assistance from federal, state or local governments, or agencies (the	Government Agencies).                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                        |
| In September 1988, the Partnership began raising capital from sales of limited partnership interests, at $1,000 per unit, to limited partners.The Partnershipauthorized the issuance of a maximum of 25,000 Partnership Units of which 5,754 were subscribed and issued. The limited partnership interest offering closed as of December 31, 1989.                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                        |
| As of March 31, 2004, the Partnership has an acquired limited partnership interest of 60% in Laurel-Clayton Limited Partnership, an existing Operating Partnership which owns an apartmentrental property.                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                        |
| F-8                                                                                                                                                                                                                                                                                                                                                                                                                         |

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**CENTURY PACIFIC TAX CREDIT HOUSING FUND-II**

**Notes To Financial Statements (Continued)**

| 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  GOING CONCERN |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                |
| The accompanying financial statements      have been prepared in conformity with accounting principles generally accepted      in the United States of America, which contemplate continuation of the      Partnership as a going concern. The Partnership's Operating Partnerships      have not achieved the operating results required to provide the Partnership      with sufficient cash distributions to fund the Partnership's administrative      costs. Additionally, as of March 31, 2004, the Partnership has incurred      allocated loss from its Operating Partnership to the extent of the Partnership's      cash contributions. As a result of the foregoing, the Partnership is dependent    upon the general partners and affiliates for continued financial support.                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Management maintains       that the general partners and affiliates, though not required to do so,       will continue to fund current operations by deferring payment to related       parties of allocated overhead expenses, and by funding any Partnership       operating costs. Unpaid allocated overhead expenses will accrue and become       payable when the Operating Partnerships either generate sufficient cash       distributions to the Partnership to cover suchexpenses or when the Operating Partnerships are sold. At the present time, the       general partners are making a conscious effort to sell these properties.       The financial statements do not include any adjustments that might result       from the outcome       of this    uncertainty.                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                |   |
| 4.  TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES OF THE GENERAL PARTNERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Century Pacific Placement      Corporation (CPPC), an affiliate of the general partners, served as the      broker-dealer-manager for sales of the limited partnership interests in      the Partnership. Century Pacific Realty Corporation (CPRC), an affiliate      of CPII, is a general partner in the OperatingPartnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| The general partners have an aggregate one percent interest in the Partnership. CPRC has a one-half percent interest in each of the Operating Partnerships.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| The general partners and affiliates receive compensation and reimbursement of expenses from the Partnership, as set forth in the limited partnership agreement, for their services in managingthe Partnership and its business. Pursuant to the partnership agreement, the Partnership is required to pay CPII an annual management fee for its services in connection with the management of the affairs of the Partnership. The annual management feeis equal to .5% of invested assets (as defined by the partnership agreement). CPII has waived this fee for fiscal year 2004. The general partners and affiliates also receive compensation and reimbursement of expenses from the Operating Partnerships.This compensation and reimbursement includes services provided to the Partnership during its offering stage, acquisition stage and operational stage. The general partners have waived any disposition fees earned from the sale of Washington Courts infiscal year 2004. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| F-9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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**CENTURY PACIFIC TAX CREDIT HOUSING FUND-II**

**Notes To Financial Statements (Continued)**

The general partners and affiliates earned the following fees for services provided to the Partnership and were entitled to reimbursement	for costs incurred by the general partners andaffiliates on behalf of the Partnership and the Operating Partnerships for the years ended March 31, 2004, 2003 and 2002 as follows: 

|                            |   |   | **2004** |   |   | **2003** |   |   | **2002** |   |
|---------------------------------|--------|--------|----------|--------|--------|----------|--------|--------|----------|--------|
|                            |   |        |          |   |        |          |   |        |          |   |
| Fees and reimbursement from the |   |   |     |   |   |     |   |   |     |   |
| Partnership:                    |   |   |     |   |   |     |   |   |     |   |
|                            |   |   |     |   |   |     |   |   |     |   |
| Partnership management fee      |   |   |     |   |   |     |   |   |     |   |
| (CPII)                          |   | $      | 0        |   | $      | 162,091  |   | $      | 159,321  |   |
|                            |   |   |     |   |   |     |   |   |     |   |
| Reimbursement for overhead      |   |   |     |   |   |     |   |   |     |   |
| allocated from Century Pacific  |   |   |     |   |   |     |   |   |     |   |
| Equity Corporation (CPEC)       |   |   | 37,600   |   |   | 37,600   |   |   | 37,600   |   |
|                            |   |        |          |   |        |          |   |        |          |   |
|                            |   | $      | 37,600   |   | $      | 199,691  |   | $      | 196,921  |   |
|                            |   |        |          |   |        |          |   |        |          |   |

At March 31, 2004 and 2003, unsecured non-interest bearing amounts due to affiliates consist of fees and certain general and administrative costs payable by the Partnership to the general partners and affiliates totaling$1,741,741 and $1,695,781, respectively. 

At March 31, 2004 and 2003, CPII owed the Partnership for an unsecured, non-interest bearing advance of $871. 

At March 31, 2004 and 2003, CPRC was owed $40,594 for a non-interest bearing, demand, cash advance to the Partnership. 

As of March 31, 2004 and 2003, CPII was owed $568,254 for a non-interest bearing, demand cash advance made to the Partnership. 

The general partners may advance funds to the Partnership to fund operating deficits, but are not obligated to do so. Such advances shall be evidenced by a promissory note of a term no more than 12 months in length and at arate of interest no lower than the prime rate. All such loans shall be repaid prior to any distributions of net cash. At March 31, 2004 and 2003, the Partnership had no outstanding advances due to the general partners. 

F-10 

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**CENTURY PACIFIC TAX CREDIT HOUSING FUND-II**

**Notes To Financial Statements (Continued)**

5. INVESTMENTS IN OPERATING PARTNERSHIPS 

At March 31, 2004 and 2003, the Partnership owned limited partnership interests in Operating Partnerships, one and two respectively, which are invested in a Property. One property was sold in September 2003. 

The Partnership's equity in net operating losses in these Operating Partnerships has exceeded the investment balance. Consequently, the investment balances have been reduced to zero in accordance with the equity method ofaccounting. 

The name and location of the Property in which the Operating Partnership holds a beneficial interest is as follows: 

| **NAME OF**                              |   | **NAME AND**             |
|------------------------------------------|--------|--------------------------|
| **OPERATING PARTNERSHIP**                |   | **LOCATION OF PROPERTY** |
|                                          |   |                          |
|  Laurel-Clayton Limited Partnership |   | Plumley Village          |
|                      |   | Boston, Massachusetts    |

A summarized combined balance sheet as of December 31, 2003 and 2002 and statements of operations of the aforementioned Operating Partnerships for the years then ended is as follows: 

**CENTURY PACIFIC TAX CREDIT HOUSING FUND II**

**BALANCE SHEET**

**ASSETS**

|                     |   |   | **2003**   |   |   | **2002**   |   |
|--------------------------|--------|--------|------------|--------|--------|------------|--------|
|                     |   |        |            |   |        |            |   |
|                     |   |   |       |   |   |       |   |
| Cash                     |   | $      | 483,213    |   | $      | 700,907    |   |
| Reserve for replacements |   |   | 989,007    |   |   | 940,464    |   |
| Land and buildings       |   |   | 13,774,982 |   |   | 17,940,488 |   |
| Other assets             |   |   | 587,761    |   |   | 1,346,977  |   |
|                     |   |        |            |   |        |            |   |
|                     |   | $      | 15,834,963 |   | $      | 20,928,836 |   |
|                     |   |        |            |   |        |            |   |

F-11 

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| **CENTURY PACIFIC TAX CREDIT HOUSING FUND-II** |
|------------------------------------------------|
|                                           |   |   |   |   |   |   |
| **Notes To Financial Statements**              |
|                                           |   |   |   |   |   |   |
| **BALANCE SHEET (Continued)**                  |
|                                           |   |   |   |   |   |   |
| **LIABILITIES AND PARTNERS' DEFICIT**          |
|                                           |   |   |   |   |   |   |
|                                           |   | **2003** |   |   | **2002** |   |
|                                           |  |  |   |  |  |   |
| Notes payable                                  | $ | 20,526,619 |   | $ | 26,008,201 |   |
| Other liabilities                              |   | 573,943 |   |   | 1,481,300 |   |
|                                           |  |  |   |  |  |   |
|                                           |   | 21,100,562 |   |   | 27,489,501 |   |
| Partners' deficit                              |   | (5,265,599 | ) |   | (6,560,665 | ) |
|                                           |  |  |   |  |  |   |
|                                           | $ | 15,834,963 |   | $ | 20,928,836 |   |
|                                           |  |  |   |  |  |   |

|                                                 |
|------------------------------------------------------|
|                                                 |
| **COMBINED STATEMENT OF OPERATIONS**                 |
|                                                 |   |   | **2003** |   |   | **2002** |   |
|                                                 |   |  |  |   |  |  |   |
|                                                 |   |   |   |   |   |   |   |
| REVENUES                                             |   |   |   |   |   |   |   |
|    Rental income                      |   | $ | 5,463,504 |   | $ | 5,491,368 |   |
|    Cancellation of debt               |   |   | 1,173,908 |   |   | — |   |
|    Gain on sale                       |   |   | 984,694 |   |   | — |   |
|    Other income                       |   |   | 196,046 |   |   | 368,276 |   |
|                                                 |   |  |  |   |  |  |   |
|       TOTAL REVENUES   |   |   | 7,818,152 |   |   | 5,859,644 |   |
|                                                 |   |   |   |   |   |   |   |
| EXPENSES                                             |   |   |   |   |   |   |   |
|    Utilities                          |   |   | 1,082,928 |   |   | 981,955 |   |
|    Repairs and maintenance            |   |   | 891,488 |   |   | 1,014,607 |   |
|    Management fees                    |   |   | 312,269 |   |   | 273,429 |   |
|    Other operating expense            |   |   | 1,443,514 |   |   | 2,242,540 |   |
|    Interest                           |   |   | 1,768,124 |   |   | 676,922 |   |
|    Depreciation and amortization      |   |   | 1,044,535 |   |   | 1,134,247 |   |
|                                                 |   |  |  |   |  |  |   |
|                                                 |   |   |   |   |   |   |   |
|       TOTAL EXPENSES   |   |   | 6,542,858 |   |   | 6,323,700 |   |
|                                                 |   |  |  |   |  |  |   |
|                                                 |   |   |   |   |   |   |   |
| NET INCOME/(LOSS)                                    |   | $ | 1,275,294 |   | $ | (464,056 | ) |
|                                                 |   |  |  |   |  |  |   |
|                                                 |   |   |   |   |   |   |   |
| Allocation of Gain (Loss)                            |   |   |   |   |   |   |   |
|    General Partners and other         |   |   |   |   |   |   |   |
|       Limited Partners |   | $ | 767,495 |   | $ | (69,459 | ) |
|    CPTCHF-II                          |   |   | 507,799 |   |   | (394,597 | ) |
|                                                 |   |  |  |   |  |  |   |
|                                                 |   | $ | 1,275,294 |   | $ | (464,056 | ) |
|                                                 |   |  |  |   |  |  |   |

F-12 

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| **CENTURY PACIFIC TAX CREDIT HOUSING FUND-II**                          |
|-------------------------------------------------------------------------|
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Notes To Financial Statements (Continued)**                           |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| In 2003, one of the Operating Partnerships sold the following property: |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **OPERATING**                                                           |   |   |   |   |   | **DATE** |   |   | **SELLING** |   |   | **BASIS OF** |   |   |   |   |
| **PARTNERSHIP**                                                         |   | **PROJECT NAME** |   | **LOCATION** |   | **SOLD** |   |   | **PRICE** |   |   | **ASSET SOLD** |   |   | **GAIN** |   |
|                                                                         |   |  |   |  |   |  |   |  |  |   |  |  |   |  |  |   |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Washington Courts LP                                                    |   | Washington Courts Apts. |   | Chicago, IL |   | 9/16/2003 |   | $ | 7,123,996 |   | $ | 6,139,302 |   | $ | 984,694 |   |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| This property was sold at its fair market value, which was less than the existing debt on the property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | COMMITMENTS AND CONTINGENCIES |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| The Federal Housing Administration (FHA) and the Department of Housing and Urban Development (HUD) exercise control over the projects through provisions of Regulatory Agreements (theAgreements). The Agreements restrict the Projects, without prior written approval from HUD, from encumbering, acquiring, altering or disposing of land, buildings and equipment; using the Properties for any purpose other than the use originallyintended; engaging in any other business or activity; and paying distributions to partners, compensation to officers or directors, or for any purpose other than reasonable operating expenses. The Agreements also stipulate that FHA and HUD shallcontrol the rental rates, rate of return on investment and method of operation. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| In addition, the Agreements require the Properties to make cash deposits on a monthly basis into a reserve fund for replacements. The respective mortgagees are the designated custodians ofthe reserve funds and withdrawals can only be made with HUD approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | FAIR VALUE OF FINANCIAL INSTRUMENTS |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| It is not possible to estimate the fair value of related party receivables, advance from affiliates, or payable to related party since such amounts result from related party transactions, theterms of which may not be available from other sources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| F-13                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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| **CENTURY PACIFIC TAX CREDIT HOUSING FUND-II**                                  |
|---------------------------------------------------------------------------------|
|                                                                            |
| **Notes To Financial Statements (Continued)**                                   |
|                                                                            |
| 8.                                                                    | QUARTERLY FINANCIAL DATA (UNAUDITED) |
|                                                                            |
| The Partnership’s unaudited quarterly financial information is as follows: |

|               |   |         |   | **Net Loss**    |   |
|--------------------|--------|--------------|--------|-----------------|--------|
|               |   |         |   | **per Unit of** |   |
|               |   |         |   | **Limited**     |   |
|               |   |         |   | **Partnership** |   |
|               |   | **Net Loss** |   | **Interest**    |   |
|               |        |              |   |                 |   |
| Quarter ended:     |   |         |   |            |   |   |
| June 30, 2003      | $      | (9,400       | )      | $               | (1.63  | ) |
| September 30, 2003 |   | (9,400       | )      |            | (1.63  | ) |
| December 31, 2003  |   | (9,400       | )      |            | (1.63  | ) |
| March 31, 2004     |   | (12,700      | )      |            | (2.21  | ) |
|               |   |         |   |            |   |   |
| Quarter ended:     |   |         |   |            |   |   |
| June 30, 2002      |   | (9,446       | )      |            | (1.64  | ) |
| September 30, 2002 |   | (9,400       | )      |            | (1.63  | ) |
| December 31, 2002  |   | (8,984       | )      |            | (1.56  | ) |
| March 31, 2003     |   | (179,792     | )      |            | (31.25 | ) |

F-14

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Schedule III Page 1 Of 1 

**CENTURY PACIFIC TAX CREDIT HOUSING FUND-IIREAL ESTATE AND ACCUMULATED DEPRECIATION OF OPERATINGPARTNERSHIPS IN WHICH CPTCHF-II HAS LIMITED PARTNERSHIP INTERESTSDECEMBER 31, 2003**

Plumley Village Apartments (1)Boston, MA 430 Residential Units

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|                 |       |           |                            |                                 |                                |                                  |                                          |                                 |   |
|----------------------|------------|----------------|---------------------------------|--------------------------------------|-------------------------------------|---------------------------------------|-----------------------------------------------|--------------------------------------|--------|
|                 |       |           |                            |                                 |                                |  **COST            CAPITALIZED** |                                          |                            |   |
|                 |       |           |                            |                                 |                                |  **(DISPOSED            OF)**    |                                          |                            |   |
|                 |       |           |  **INITIAL COST TO**       |                                 |  **SUBSEQUENT**                |                                  |  **GROSS AMOUNT AT            WHICH**    |                                 |
|                 |       |           |  **OPERATING PARTNERSHIP** |                                 |  **TO            ACQUISITION** |                                  |  **CARRIED AT CLOSE            OF YEAR** |                                 |
|                 |       |           |                                 |                                 |                                     |                                  |                                               |                                 |
| **ENCUMBRANCES (2)** |       |  **LAND** |                            | **BUILDINGS    AND    IMPROVEMENTS** |                                |  **LAND**                        |                                          | **BUILDINGS    AND    IMPROVEMENTS** |   |  **LAND** |   | **BUILDINGS    AND    IMPROVEMENTS** |   |  **TOTAL (3)** |   |
|                      |       |                |                            |                                      |                                |                                       |                                          |                                      |   |  |   |  |   |  |   |
| $                    | 20,526,619 |           | $                               | 1,100,000                            |                                | $                                     | 17,383,785                                    |                                 | $      | — |   | $ | 7,185,148 |   | $ | 1,100,000 |   | $ | 24,568,933 |   | $ | 25,668,933 |   |

|   |                                |   |             |   |         |   |                             |   |
|--------|-------------------------------------|--------|------------------|--------|--------------|--------|----------------------------------|--------|
|   |                                |   |             |   |         |   |                             |   |
|   |                                |   |             |   |         |   | **LIFE UPON WHICH DEPRECIATION** |   |
|   | **ACCUMULATED**                     |   | **DATE OF**      |   | **DATE**     |   | **IN LATEST INCOME STATEMENT**   |   |
|   | **DEPRECIATION (3)**                |   | **CONSTRUCTION** |   | **ACQUIRED** |   | **IS COMPUTED**                  |   |
|   |                                     |   |                  |   |              |   |                                  |   |
|   | **BUILDINGS AND**                   |   |             |   |         |   |                             |   |
|   | **IMPROVEMENTS**                    |   |             |   |         |   |                             |   |
|   |                                     |   |             |   |         |   |                             |   |
|   | $    11,893,951 |   | 1973             |   | 9/89         |   | 27.5                             |   |

NOTE 1 – DESCRIPTION OF PROPERTIES 

The Property held by the Operating Partnership in which CPTCHF-II has invested is a housing project, primarily for families and elderly or handicapped individuals of low and moderate income. 

NOTE 2 – SCHEDULE OF ENCUMBRANCES 

|                       | **Mortgage** |   | **Residual** |   | **Purchase** |   |       |   |
|----------------------------|--------------|--------|--------------|--------|--------------|--------|------------|--------|
|                       | **Notes**    |   | **Note**     |   | **Note**     |   | **Total**  |   |
|                       |              |   |              |   |              |   |            |   |
| Plumley Village Apartments | 5,761,192    |   | 5,312,165    |   | 9,453,262    |   | 20,526,619 |   |

F-15 

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**CENTURY PACIFIC TAX CREDIT HOUSING FUND-IINOTES TOSCHEDULE III – REAL ESTATE AND ACCUMULATEDDEPRECIATION OF OPERATING PARTNERSHIPS IN WHICHCPTCHF-II HAS LIMITED PARTNERSHIP INTERESTSDECEMBER 31, 2003**

NOTE 3 – RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION 

|                                                        |      |       |  **ACCUMULATED**  |   |
|-------------------------------------------------------------|----------------|------------|------------------------|--------|
|                                                        |  **COST** |       |  **DEPRECIATION** |   |
|                                                        |                |       |                        |   |
|                                                        |           |       |                   |   |   |   |
| Balance at December 31, 2000                                |           | 30,009,807 |                   |   | 12,301,112 |   |
|    Additions during year:                    |           |       |                   |   |   |   |
|       Depreciation            |           | —    |                   |   | 1,060,317 |   |
|       Improvements            |           | 1,854,436  |                   |   | — |   |
|                                                        |           |       |                   |   |   |   |
| Balance at December 31, 2001                                |           | 31,864,243 |                   |   | 13,361,429 |   |
|    Additions during year:                    |           |       |                   |   |   |   |
|       Depreciation            |           | —    |                   |   | 1,116,288 |   |
|       Improvements            |           | 553,962    |                   |   | — |   |
|                                                        |           |       |                   |   |   |   |
| Balance at December 31, 2002                                | $              | 32,418,205 |                   | $      | 14,477,717 |   |
|                                                        |           |       |                   |   |   |   |
|    Additions during year:                    |           |       |                   |   |   |   |
|       Depreciation            |           | —    |                   |   | 848,101 |   |
|       Improvements            |           | 525,989    |                   |   | — |   |
|    Deletions during year:                    |           |       |                   |   |   |   |
|       Disposition of property |           | (7,275,261 | )                      |   | (3,431,867 | ) |
|                                                        |                |       |                        |   |
|                                                        |           |       |                   |   |   |   |
| Balance at December 31, 2003                                | $              | 25,668,933 |                   | $      | 11,893,95 | 1 |
|                                                        |                |       |                        |   |

F-16 

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Schedule IVPage 1 of 1 

**CENTURY PACIFIC TAX CREDIT HOUSING FUND-IIMORTGAGELOANS ON REAL ESTATE OF OPERATING****PARTNERSHIPS IN WHICH CPTCHF-II HAS LIMITED PARTNERSHIP INTERESTS DECEMBER 31, 2003**

|                    |   |         |   |         |   | **Monthly**               |   |              |   |                   |   |
|-------------------------|--------|--------------|--------|--------------|--------|---------------------------|--------|-------------------|--------|------------------------|--------|
|                    |   |         |   |         |   | **Payments to**           |   | **Original**      |   |                   |   |
|                    |   |         |   | **Final**    |   | **Maturity**              |   | **Face**          |   | **Carrying**           |   |
|                    |   | **Interest** |   | **Maturity** |   | **(Net of HUD**           |   | **Amount of**     |   | **Amount of**          |   |
| **Description (1)**     |   | **Rate**     |   | **Date**     |   | **Subsidy)**              |   | **Mortgage**      |   | **Mortgage (2)**       |   |
|                         |   |              |   |              |   |                           |   |                   |   |                        |   |
| First Mortgage Assumed: |   |         |   |         |   |                      |   |              |   |                   |   |
|                    |   |         |   |         |   |                      |   |              |   |                   |   |
| Laurel-Clayton Limited  |   |         |   |         |   |                      |   |              |   |                   |   |
| Partnership             |   |         |   |         |   |                      |   |              |   |                   |   |
| Plumley Village         |   | 8.5%         |   | 2012         |   | $   24,364 |   | $ 10,635,000 |   | $  5,761,192 |   |

NOTE 1 – DESCRIPTION 

The Operating Partnership has invested in one Property. 

Laurel-Clayton Limited Partnership assumed a mortgage loan obligation from the seller of the Property. The mortgage loan obligation is insured by the United States Department of Housing and Urban Development and is securedby the land and buildings of the Property. 

NOTE 2 – RECONCILIATION OF MORTGAGES

|                                                        | **MORTGAGE** |       | **RESIDUAL** |   |
|-------------------------------------------------------------|--------------|------------|--------------|--------|
|                                                        | **LOANS**    |       | **NOTES**    |   |
|                                                        |              |       |              |   |
| Balance at December 31, 2000                                |         | 11,886,871 |         |   | 5,114,890 |   |
|    Additions during year:                    |         |       |         |   |   |   |
|       Accrued interest        |         | —    |         |   | 128,086 |   |
|    Deductions during year:                   |         |       |         |   |   |   |
|       Payments                |         | 393,368    |         |   | — |   |
|                                                        |              |       |              |   |
| Balance at December 31, 2001                                |         | 11,493,503 |         |   | 5,242,976 |   |
|    Additions during year:                    |         |       |         |   |   |   |
|       Accrued interest        |         | —    |         |   | 149,011 |   |
|    Deductions during year:                   |         |       |         |   |   |   |
|       Payments                |         | 428,413    |         |   | — |   |
|                                                        |              |       |              |   |
| Balance at December 31, 2002                                | $            | 11,065,090 |         | $      | 5,391,987 |   |
|    Additions during year:                    |         |       |         |   |   |   |
|       Accrued interest        |         | —    |         |   | 224,000 |   |
|    Deductions during year:                   |         |       |         |   |   |   |
|       Payments                |         | (426,006   | )            |   | (303,822 | ) |
|       Disposition of property |         | (4,877,892 | )            |   | — |   |
|                                                        |              |       |              |   |
| Balance at December 31, 2003                                | $            | 5,761,192  |         | $      | 5,312,165 |   |
|                                                        |              |       |              |   |

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**SIGNATURES**

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

|             |   | **CENTURY PACIFIC TAX CREDIT HOUSING**                   |
|------------------|--------|----------------------------------------------------------|
|             |   | **FUND II**                                              |
|             |   |                                                     |
| January 21, 2005 |   | /s/                                                      |   | Irwin Jay Deutch |
|                  |   |                                                          |
| Date             |   | By:                                                      |   | Irwin Jay Deutch, as Managing General Partner |
|             |   |                                                     |
|             |   | and                                                      |
|             |   |                                                     |
|             |   | Century Pacific Capital II Corporation, as Corporate     |
|             |   | General Partner and as attorney-in-fact for all Investor |
|             |   | Limited Partners                                         |
|             |   |                                                     |
| January 21, 2005 |   | /s/                                                      |   | Irwin Jay Deutch |
|                  |   |                                                          |
| Date             |   | By:                                                      |   | Irwin Jay Deutch, President |

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**EXHIBIT INDEX**

| **EXHIBIT** |   |                                                         |
|-------------|--------|--------------------------------------------------------------|
| **NUMBER**  |   | **DESCRIPTION**                                              |
|             |   |                                                              |
|        |   |                                                         |
| 31.1        |   | Certification Pursuant to 15 U.S.C. Section 7241, as Adopted |
|        |   | Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*   |
|        |   |                                                         |
| 31.2        |   | Certification Pursuant to 15 U.S.C. Section 7241, as Adopted |
|        |   | Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*   |
|        |   |                                                         |
| 32.1        |   | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted |
|        |   | Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*   |
|        |   |                                                         |
| 32.2        |   | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted |
|        |   | Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*   |

* Filed herewith 

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