FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

               For the fiscal year ended ________________________

                                       OR

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

        For the transition period from January 1, 1999 to March 31, 1999

                         Commission file number: 0-20057


                      WNC HOUSING TAX CREDIT FUND II, L.P.

California                                                           33-0391979
State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization                                Identification No.)


              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

                                 (714) 662-5565

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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST

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

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


<PAGE>



State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.

                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE







                                       2
<PAGE>

PART I

Item 1.  Business

Organization

WNC Housing Tax Credit Fund II, L.P. ("the Partnership") is a California limited
partnership  formed  under the laws of the State of  California  on January  19,
1990. The  Partnership was formed to acquire  limited  partnership  interests in
other  limited  partnerships  or limited  liability  companies  ("Local  Limited
Partnerships")  which own  multifamily  housing  complexes that are eligible for
low-income housing federal and, in certain cases,  California income tax credits
("Low Income Housing Credits").

The  general  partner of the  Partnership  is WNC  Financial  Group,  L.P.  (the
"General Partner").  The general partners of WNC Financial Group, L.P. are WNC &
Associates,  Inc.  ("Associates")  and Wilfred N. Cooper, Sr. Wilfred N. Cooper,
Sr., through the Cooper Revocable Trust,  owns 66.8% of the outstanding stock of
Associates.  John  B.  Lester,  Jr.  was the  original  limited  partner  of the
Partnership and owns,  through the Lester Family Trust, 28.6% of the outstanding
stock of  Associates.  The business of the  Partnership  is conducted  primarily
through Associates, as the Partnership has no employees of its own.

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission,  on April 27, 1990, the  Partnership  commenced a public offering of
12,000 units of Limited Partnership  Interest ("Units") at a price of $1,000 per
Unit.  The General  Partner  concluded the sale of Units on December 31, 1992. A
total of 7,000 Units representing $7,000,000 had been sold. Holders of Units are
referred to herein as "Limited Partners."

Description of Business

The  Partnership's  principal  business  objective  is to  provide  its  Limited
Partners with Low Income Housing Credits.  The Partnership's  principal business
therefore  consists of investing as a limited partner or non-managing  member in
Local  Limited  Partnerships  each of which will own and operate a  multi-family
housing  complex (the "Housing  Complex")  which will qualify for the Low Income
Housing Credit.  In general,  under Section 42 of the Internal  Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce  Federal  taxes  otherwise due in each year of a ten-year  period.  In
general,  under Section 17058 of the  California  Revenue and Taxation  Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against  California taxes otherwise due in each year of a four-year period.  The
Housing Complex is subject to a fifteen-year  compliance period (the "Compliance
Period"),  and under state law may have to be maintained  as low income  housing
for 30 or more years.

In general,  in order to avoid  recapture  of Low Income  Housing  Credits,  the
Partnership  does not  expect  that it will  dispose of its  interests  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited  Partnership of its Housing Complex prior to the end of the
applicable  Compliance  Period.  Because  of  (i)  the  nature  of  the  Housing
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or more years in the  future,  and (iii) the  ability of  government
lenders to  disapprove  of transfer,  it is not possible at this time to predict
whether the liquidation of the  Partnership's  assets and the disposition of the
proceeds,  if any, in  accordance  with the  Partnership's  Agreement of Limited
Partnership,  as amended "by Supplement No.1 thru Supplement No.12 thereto" (the
"Partnership Agreement"), will be able to be accomplished promptly at the end of
the 15-year period. If a Local Limited Partnership is unable to sell its Housing
Complex,  it is  anticipated  that the local  general  partner  ("Local  General
Partner")  will either  continue to operate  such  Housing  Complex or take such
other actions as the Local General  Partner  believes to be in the best interest
of the Local Limited Partnership.  Notwithstanding the preceding,  circumstances
beyond the  control of the General  Partner or the Local  General  Partners  may
occur during the  Compliance  Period,  which would  require the  Partnership  to
approve the disposition of a Housing Complex prior to the end thereof,  possibly
resulting in recapture of Low Income Housing Credits.

                                       3
<PAGE>


As of March 31, 1999, the Partnership had invested in twenty-seven Local Limited
Partnerships.  Each of these Local Limited  Partnerships  owns a Housing Complex
that is eligible  for the  federal  Low Income  Housing  Credit.  Certain  Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the Low  Income  Housing  Credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes  receive  government  financing  or operating  subsidies,  they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are subject to mortgage
indebtedness.  If a  Local  Limited  Partnership  does  not  make  its  mortgage
payments,  the lender could foreclose resulting in a loss of the Housing Complex
and Low Income Housing Credits.  As a limited partner or non-managing  member of
the Local Limited  Partnerships,  the Partnership  will have very limited rights
with respect to  management  of the Local  Limited  Partnerships;  and will rely
totally  on the  general  partners  or  managing  members  of the Local  Limited
Partnerships for management of the Local Limited Partnerships.  The value of the
Partnership's  investments  will be subject to  changes  in  national  and local
economic conditions,  including unemployment  conditions,  which could adversely
impact vacancy levels, rental payment defaults and operating expenses.  This, in
turn, could substantially  increase the risk of operating losses for the Housing
Complexes and the Partnership.  In addition,  each Local Limited  Partnership is
subject to risks relating to environmental hazards and natural disasters,  which
might be uninsurable.  Because the Partnership's operations will depend on these
and other  factors  beyond the  control  of the  General  Partner  and the Local
General  Partners,  there can be no assurance  that the  anticipated  Low Income
Housing Credits will be available to Limited Partners.

In addition,  Limited  Partners are subject to risks in that the rules governing
the Low Income  Housing  Credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the Low
Income Housing Credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will  develop.  All  Partnership  management
decisions are made by the General Partner.

As a limited partner or non-managing  member,  the  Partnership's  liability for
obligations of each Local Limited Partnership is limited to its investment.  The
Local General Partners of each Local Limited  Partnership retain  responsibility
for developing,  constructing,  maintaining,  operating and managing the Housing
Complexes.

Item 2.  Properties

Through its investments in Local Limited  Partnerships,  the  Partnership  holds
limited  partnership  interests in the Housing  Complexes.  The following  table
reflects the status of the  twenty-seven  Housing  Complexes as of the dates and
for the periods indicated:


                                       4
<PAGE>
<TABLE>
<CAPTION>

                                                        ------------------------------ ---------------------------------------------
                                                              As of March 31, 1999                As of December 31, 1998
                                                        ------------------------------ ---------------------------------------------
                                                        Partnership's                                                   Encumbrances
                                                        Total Investment  Amount of                     Estimated Low   of Local
Partnership                     General Partner         in Local Limited  Investment    Number   Occu-  Income Housing  Limited
Name              Location      Name                    Partnerships      Paid to Date  of Units pancy  Credits         Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>           <C>                     <C>           <C>                 <C>     <C>     <C>           <C>
Airport Road      Slidell,      Clifford E. Olsen,
Associates,       Louisiana     Olsen Securities
Limited                         Corporation             $  334,000    $   334,000         40       90%    $ 695,000     $  1,450,000

Am-Kent           Amite &       Olsen Securities
Associates,       Kentwood,     Corporation                232,000        232,000         32      100%      585,000        1,119,000
Ltd.              Louisiana

Arizona I         Showlow,      Western States
Limited           Arizona       Housing Corporation
Partnership                     and Joe W. Roberts
                                Company                    320,000        320,000         42       93%      617,000        1,487,000

Ashland           Ashland,      Ronald D. Bettencourt      300,000        300,000         40      100%      666,000        1,390,000
Investment        Oregon
Group, an
Oregon
Limited
Partnership

Brantley          Brantley,    Thomas H. Cooksey and
Housing,          Alabama      Apartment Developers,
Ltd.                           Inc.                        108,000        108,000         19       89%      287,000          575,000

Brian's Village   Mannford,    Robert W. Green and
Apartments, an    Oklahoma     Emerald Development
Oklahoma Limited               Co., Inc.                   176,000        176,000         28      100%      374,000          757,000
Partnership.

Candleridge       Perry,       Eric A Sheldahl              93,000         93,000         23      100%      224,000          595,000
Apartments of     Iowa
Perry, L.P.

Candleridge       Runnells,    Eric A. Sheldahl             58,000         58,000         15      100%      141,000          377,000
Apartments of     Iowa
Runnells, L.P.

</TABLE>
                                       5
<PAGE>
<TABLE>
<CAPTION>

                                                        ------------------------------ ---------------------------------------------
                                                              As of March 31, 1999                As of December 31, 1998
                                                        ------------------------------ ---------------------------------------------
                                                        Partnership's                                                   Encumbrances
                                                        Total Investment  Amount of                     Estimated Low   of Local
Partnership                     General Partner         in Local Limited  Investment    Number   Occu-  Income Housing  Limited
Name              Location      Name                    Partnerships      Paid to Date  of Units pancy  Credits         Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>           <C>                     <C>           <C>                 <C>     <C>     <C>           <C>
Casa Allegre      Las Vegas,    Western States
Limited           New Mexico    Housing Corporation,
Partnership                     ABO Corporation and
                                Alan D. Nofsker             318,000       318,000          42     100%      635,000        1,394,000

Castroville       Castroville,  Doublekaye Corp and
Village,          Texas         Gary L. Kersch              165,000       165,000          40      98%      426,000          954,000
Ltd.

Cherokee Square,  Rogersville,  Douglas B. Parker and
L.P.              Tennessee     Billy D. Cobb               202,000       202,000          31     100%      418,000          978,000

Divall Midland    Port          Gary J. DiVall              234,000       234,000          32      94%      489,000        1,159,000
Associates        Washington,
Limited           Wisconsin
Partnership II

Eclectic Housing, Eclectic,    Thomas H. Cooksey and
Ltd.              Alabama      Apartment Developers,
                               Inc.                          74,000        74,000          15     100%      216,000          414,000

Elizabeth Square  Raceland,    Olsen Securities Corp.       356,000       356,000          48      94%      748,000        1,477,000
Associates, Ltd.  Louisiana

Emory Capital,    Emory,       1600 Capital Company,
L.P.              Texas        Inc.                          85,000        85,000          16     100%      175,000          369,000

Emory Manor, L.P. Emory,       1600 Capital Company,
                  Texas        Inc.                         128,000       128,000          24     100%      206,000          552,000

Idalou Manor,     Idalou,      1600 Capital Company,
L.P.              Texas        Inc.                         122,000       122,000          24      92%      290,000          619,000

Jefferson         Jefferson,   1600 Capital Company,
Capital,          Texas        Inc.                         167,000       167,000          30      87%      269,000          714,000
L.P.

</TABLE>
                                       6
<PAGE>

<TABLE>
<CAPTION>

                                                        ------------------------------ ---------------------------------------------
                                                              As of March 31, 1999                As of December 31, 1998
                                                        ------------------------------ ---------------------------------------------
                                                        Partnership's                                                   Encumbrances
                                                        Total Investment  Amount of                     Estimated Low   of Local
Partnership                     General Partner         in Local Limited  Investment    Number   Occu-  Income Housing  Limited
Name              Location      Name                    Partnerships      Paid to Date  of Units pancy  Credits         Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>          <C>                       <C>          <C>                 <C>     <C>     <C>           <C>
Jefferson Manor,  Jefferson,   1600 Capital Company,
L.P.              Texas        Inc.                          179,000      179,000          32      81%      362,000          763,000

Lakeview Limited  Beaver Dam,  Thomas G. Larson,
Partnership       Wisconsin    William H. Larson,
                               and Raymond L.
                               Tetzlaff                      264,000      264,000          40      95%      528,000        1,240,000

Littlefield       Littlefield, 1600 Capital Company,
Manor,            Texas        Inc.                          117,000      117,000          24      91%      280,000          595,000
L.P.

Perry County      Uniontown,   Thomas H. Cooksey and
Housing,          Alabama      Apartment Developers,
Ltd.                           Inc.                           82,000       82,000          15     100%      215,000          440,000

Pine Hill         Pine Hill,   Thomas H. Cooksey and
Housing,          Alabama      Apartment Developers,
Ltd.                           Inc.                          105,000      105,000          19     100%      267,000          564,000

Rociada Partners  Hereford,    Richard Lee (Rick)
Ltd.              Texas        Brown                         154,000      154,000          28      96%      316,000          731,000

Wadley Housing,   Wadley,      Thomas H. Cooksey and
Ltd.              Alabama      Apartment Developers,
                               Inc.                           76,000       76,000          15      93%      213,000          440,000

Whitewater Woods  Whitewater,  Thomas G. Larson,
Limited           Wisconsin    William H. Larson,
Partnership                    and Raymond L.
                               Tetzlaff                      301,000      301,000          40      93%      603,000        1,297,000

Willcox           Willcox,     John P. Casper
Investment        Arizona
Group, an
Arizona
Limited Partnership                                          246,000      246,000          30     100%      490,000        1,060,000
                                                           ---------    ---------         ---    -----   ----------       ----------
                                                         $ 4,996,000  $ 4,996,000         784      96% $ 10,735,000    $  23,510,000
                                                           =========    =========         ===    =====   ==========       ==========

</TABLE>
                                       7



<PAGE>

<TABLE>
<CAPTION>

                                ------------------------------------------------
                                      For the year ended December 31, 1998
                                ------------------------------------------------
                                                                 Low Income
                                                                 Housing Credits
                                   Rental       Net              Allocated to
Partnership Name                   Income       Income/(Loss)    Partnership
--------------------------------------------------------------------------------
<S>                             <C>          <C>                      <C>
Airport Road Associates,
Limited                         $  152,000   $  (39,000)              99%

Am-Kent Associates, Ltd.           123,000      (40,000)              99%

Arizona I Limited Partnership      129,000      (65,000)              99%

Ashland Investment Group, an
Oregon Limited Partnership         168,000       27,000               99%

Brantley Housing, Ltd.              54,000      (12,000)              99%

Brian's Village Apartments, an
Oklahoma Limited Partnership       102,000      (14,000)              99%

Candleridge Apartments of
Perry, L.P.                        117,000       (9,000)              99%

Candleridge Apartments of
Runnells, L.P.                      88,000       (5,000)              99%

Casa Allegre Limited
Partnership                        172,000       20,000               99%

Castroville Village, Ltd.          146,000       (8,000)              99%

Cherokee Square, L.P.               87,000      (19,000)              99%

Divall Midland Associates
Limited Partnership II             126,000      (31,000)              99%

Eclectic Housing, Ltd.              41,000      (10,000)              99%

Elizabeth Square Associates,
Ltd.                               158,000      (45,000)              99%

Emory Capital, L.P.                 52,000      (12,000)              99%

</TABLE>
                                       8
<PAGE>
<TABLE>
<CAPTION>

                                ------------------------------------------------
                                      For the year ended December 31, 1998
                                ------------------------------------------------
                                                                 Low Income
                                                                 Housing Credits
                                   Rental       Net              Allocated to
Partnership Name                   Income       Income/(Loss)    Partnership
--------------------------------------------------------------------------------
<S>                                 <C>         <C>                 <C>
Emory Manor, L.P.                     77,000     (30,000)            99%

Idalou Manor, L.P.                    75,000     (15,000)            99%

Jefferson Capital, L.P.               82,000     (11,000)            99%

Jefferson Manor, L.P.                 78,000     (13,000)            99%

Lakeview Limited Partnership         142,000     (21,000)            99%

Littlefield Manor, L.P.               75,000     (15,000)            99%

Perry County Housing, Ltd.            50,000      (9,000)            99%

Pine Hill Housing, Ltd.               58,000     (10,000)            99%

Rociada Partners Ltd.                 85,000     (21,000)            99%

Wadley Housing, Ltd.                  43,000     (13,000)            99%

Whitewater Woods Limited
Partnership                          146,000     (39,000)            99%

Willcox Investment Group, an
Arizona Limited Partnership          119,000      (3,000)            99%
                                   ---------    --------
                                 $ 2,745,000  $ (462,000)
                                   =========    ========

</TABLE>
                                       9



<PAGE>
Item 3.  Legal Proceedings

NONE.

Item 4.  Submission of Matters to a Vote of Security Holders

NONE.

PART II.

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

Item 5a.

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

(b)  At March 31, 1999, there were 580 Limited Partners.

(c)  The Partnership was not designed to provide cash  distributions  to Limited
     Partners in  circumstances  other than  refinancing  or  disposition of its
     investments in Local Limited Partnerships.

(d)  No unregistered  securities  were sold by the Partnership  during the three
     months ended March 31, 1999.

Item 5b.

NOT APPLICABLE

Item 6.  Selected Financial Data

Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>

                               March 31                                      December 31
                       --------------------------  --------------------------------------------------------------

                               1999         1998         1998         1997         1996         1995         1994
                               ----         ----         ----         ----         ----         ----         ----
                                      (Unaudited)
ASSETS
Cash and cash
<S>                    <C>          <C>          <C>          <C>          <C>          <C>          <C>
  equivalents          $    175,658 $    187,707 $    175,192 $    181,313 $    208,303 $    238,482 $    237,739
Investments in
  limited
  partnerships, net       1,460,945    1,750,127    1,533,952    1,828,770    2,005,382    2,606,673    3,289,100
Receivable from
  limited
  partnerships                    -            -            -            -            -       52,726            -
Other assets                      -            -            -            -          587          931        3,202
                         ----------   ----------   ----------   ----------   ----------   ----------   ----------
                       $  1,636,603 $  1,937,834 $  1,709,144 $  2,010,083 $  2,214,272 $  2,898,812 $  3,530,041
                         ==========   ==========   ==========   ==========   ==========   ==========   ==========
LIABILITIES
Accrued fees and
  expenses due to
  general partner
  and affiliates       $  1,055,204 $    910,531 $  1,019,071 $    871,377 $    758,827 $    650,875 $    504,892

PARTNERS' EQUITY            581,399    1,027,303      690,073    1,138,706    1,455,445    2,247,937    3,025,149
                         ----------   ----------   ----------   ----------   ----------   ----------   ----------
                       $  1,636,603 $  1,937,834 $  1,709,144 $  2,010,083 $  2,214,272 $  2,898,812 $  3,530,041
                         ==========   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

                                       10
<PAGE>
Selected  results of  operations,  cash  flows,  and other  information  for the
Partnership is as follows for the periods indicated:
<TABLE>
<CAPTION>

                          For the Three Months                            For the Years Ended
                             Ended March 31                                   December 31
                       ---------------------------  -----------------------------------------------------------
                               1999         1998        1998        1997         1996        1995        1994
                               ----         ----        ----        ----         ----        ----        ----
                                       (Unaudited)

<S>                     <C>          <C>          <C>         <C>         <C>          <C>         <C>
Loss from operations    $   (46,381) $   (40,643) $ (181,052) $ (173,718) $  (224,004) $ (175,049) $ (172,493)
Equity in loss from
limited partnerships        (62,293)     (70,760)   (267,581)   (143,021)    (568,488)   (602,163)   (544,630)
                           --------     --------    --------    --------     --------    --------    --------
Net loss                $  (108,674) $  (111,403) $ (448,633) $ (316,739) $  (792,492) $ (777,212) $ (717,123)
                           ========     ========    ========    ========     ========    ========    ========
Net loss allocated to:
    General partner     $    (1,087) $    (1,114) $   (4,486) $   (3,167) $    (7,925) $   (7,772) $   (7,171)
                           ========     ========    ========    ========     ========    ========    ========
    Limited partners    $  (107,587) $  (110,289) $ (444,147) $ (313,572) $  (784,567) $ (769,440) $ (709,952)
                           ========     ========    ========    ========     ========    ========    ========
Net loss per limited
  partner unit          $    (15.37) $    (15.76) $   (63.45) $   (44.80) $   (112.08) $  (109.92) $  (101.42)
                           ========     ========    ========    ========     ========    ========    ========
Outstanding weighted
  limited partner
  units                 $     7,000  $     7,000  $    7,000  $    7,000  $     7,000  $    7,000  $    7,000
                           ========     ========    ========    ========     ========    ========    ========

                           For the Three Months                           For the Years Ended
                              Ended March 31                                  December 31
                          ------------------------  ----------------------------------------------------------

                               1999         1998        1998        1997         1996        1995        1994
                               ----         ----        ----        ----         ----        ----        ----
Net cash provided by
  (used in):
    Operating
      activities        $    (4,910) $     3,849  $  (12,006) $  (39,229) $   (41,630) $   (5,443) $   40,620
    Investing
      activities              5,376        2,545       5,885      12,239       11,451       6,186    (175,289)
                           --------     --------    --------    --------     --------    --------    --------

Net change in cash
  and cash equivalents          466        6,394      (6,121)    (26,990)     (30,179)        743    (134,669)

Cash and cash
  equivalents,
  beginning of period       175,192      181,313     181,313     208,303      238,482     237,739     372,408
                           --------     --------    --------    --------     --------    --------    --------

Cash and cash
  equivalents, end of
  period                $   175,658  $   187,707  $  175,192  $  181,313  $   208,303  $  238,482  $  237,739
                           ========     ========    ========    ========     ========    ========    ========
</TABLE>

     Low  Income  Housing  Credit  per Unit was as  follows  for the year  ended
     December 31:
<TABLE>
<CAPTION>

                            1998              1997              1996             1995              1994

<S>                    <C>               <C>              <C>               <C>              <C>
 Federal               $     145         $     145        $      145        $     145        $      146
 State                         -                 -                 -                -                 -
                       ---------         ---------        ----------        ---------        ----------
 Total                 $     145         $     145        $      145        $     145        $      146
                       =========         =========        ==========        =========        ==========
</TABLE>

                                       11
<PAGE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

Financial Condition

The  Partnership's  assets at March 31, 1999 consisted  primarily of $176,000 in
cash and aggregate investments in the twenty-seven Local Limited Partnerships of
$1,461,000.  Liabilities at March 31, 1999 primarily  consisted of $1,052,000 of
accrued annual management fees due to the General Partner.

Results of Operations

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
The  Partnership's  net loss for the  three  months  ended  March  31,  1999 was
$(109,000),  reflecting a decrease of $2,000 from the net loss  experienced  for
the three months ended March 31, 1998.  The decline in net loss is due to equity
in losses of limited partnerships which decreased by $9,000 to $(62,000) for the
three  month  period  ended March 31,  1999 from  $(71,000)  for the three month
period ended March 31, 1998.  This decrease was a result of the  Partnership not
recognizing certain losses of the Local Limited Partnerships. The investments in
such Local Limited  Partnerships reached $0 during 1998. Since the Partnership's
liability  with  respect  to its  investments  is  limited,  losses in excess of
investment  are not  recognized.  The  reduction  in equity in losses of limited
partnerships  was partially  offset by loss from  operations  which increased by
$5,000 to  $(46,000)  for the  three  month  period  ended  March 31,  1999 from
$(41,000)  for the three month period ended March 31, 1998,  due to a comparable
increase in operating expenses.

Year Ended  December 31, 1998  Compared to Year Ended  December  31,  1997.  The
Partnership's  net loss  for 1998 was  $(449,000),  reflecting  an  increase  of
$132,000  from the net loss  experienced  in 1997.  The  increase in net loss is
primarily due to equity in losses from limited  partnerships  which increased to
$(268,000) in 1998 from $(143,000) in 1997.

Year Ended  December 31, 1997  Compared to Year Ended  December  31,  1996.  The
Partnership's  net loss  for  1997 was  $(317,000),  reflecting  a  decrease  of
$475,000  from the net loss  experienced  in 1996.  The  decline  in net loss is
primarily due to equity in losses from limited  partnerships  which  declined to
$(143,000) in 1997 from  $(568,000) in 1996,  because the investments in certain
Local Limited  Partnerships  reached $0 during 1997.  Losses from  operations in
1997 were  $(174,000)  compared to $(224,000)  in 1996.  The reduction in losses
from operations were a result of operating  expenses  declining from $234,000 in
1996 to $180,000 in 1997.

Cash Flows

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
Net  increase  in cash  during  the  three  months  ended  March  31,  1999  was
negligible,  compared to a net increase in cash for the three months ended March
31, 1998 of $6,000.  The change was due primarily to an increase in cash paid to
the General  Partner or  affiliates  of $3,000,  and in  increase  in  operating
expenses of $6,000,  partially offset by an increase in  distributions  received
from Local Limited Partnerships of $3,000.

Year Ended  December 31, 1998 Compared to Year Ended December 31, 1997. Net cash
used in 1998 was $(6,000),  compared to net cash used in 1997 of $(27,000).  The
change was due primarily to a decrease in operating  costs paid to third parties
and a decline in distributions from Local Limited Partnerships.

                                       12
<PAGE>

Year Ended  December 31, 1997 Compared to Year Ended December 31, 1996. Net cash
used in 1997 was  $(27,000),  compared to $(30,000) in 1996.  The change was due
primarily  to an increase  in  distributions  from  limited  partnerships  and a
decrease in operating expenses.

During the three  months  ended March 31, 1999 and the year ended  December  31,
1998, accrued payables, which consist primarily of related party management fees
due to the General Partner, increased by $36,000 and $148,000, respectively. The
General  Partner does not anticipate  that these accrued fees will be paid until
such time as capital reserves are in excess of future forseeable working capital
requirements of the Partnership.

The Partnership  expects its future cash flows,  together with its net available
assets at March 31, 1999,  to be  sufficient  to meet all  currently  forseeable
future cash requirements.

Impact of Year 2000

WNC & Associates, Inc.

Status of Readiness

Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its ultimate  general  partner.  IT systems include  computer  hardware and
software  used to produce  financial  reports and tax return  information.  This
information  is then  used to  generate  reports  to  investors  and  regulatory
agencies, including the Internal Revenue Service and the Securities and Exchange
Commission. The IT systems of WNC are year 2000 compliant.

Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems  include  machinery and  equipment  such as  telephones,  voice mail and
electronic  postage  equipment.  Except  for one  telephone  system,  the non-IT
systems of WNC are year 2000  compliant.  The one telephone  system will require
the replacement of one computer and one software application, both of which will
be completed on or before October 1, 1999.

Service  Providers.  WNC also  relies on the IT and  non-IT  systems  of service
providers. Service providers include utility companies,  financial institutions,
telecommunications carriers,  municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider,  financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant.  There can be no assurance that this
compliance  information  is  correct.  There also can be no  assurance  that the
systems of other,  less-important  service providers and outside vendors will be
year 2000 compliant.

Costs to Address Year 2000 Issues

The cost to address  year 2000  issues for WNC has been less than  $20,000.  The
cost to replace the telephone  system noted above will be less than $5,000.  The
cost to deal with potential year 2000 issues of other outside  vendors cannot be
estimated at this time.

                                       13
<PAGE>

Risk of Year 2000 Issues

The most  reasonable and likely result from non-year 2000  compliance of systems
of the service  providers  noted above will be the disruption of normal business
operations for WNC. This disruption would, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely  be  temporary  and  would  likely  not  have a  material  effect  on the
Partnership or WNC.

Local Limited Partnerships

Status of Readiness

WNC is in the  process of  obtaining  year 2000  certifications  from each Local
General Partner of each Local Limited  Partnership.  Those  certifications  will
represent  to the  Partnership  that the IT and non-IT  systems  critical to the
operation of the Housing Complexes and investor reporting to the Partnership are
year 2000 compliant. These certifications will also represent to the Partnership
that the IT and non-IT  systems of property  management  companies,  independent
accountants,    electrical   power   providers,   financial   institutions   and
telecommunications  carriers used by the Local Limited Partnership are year 2000
compliant.

There can be no assurance that the representations in the certifications will be
correct.   There  also  can  be  no   assurance   that  the  systems  of  other,
less-important  service  providers  and  outside  vendors,  upon which the Local
Limited Partnerships rely, will be year 2000 compliant.

Costs to Address Year 2000 Issues

There  will be no cost to the  Partnership  as a result of  assessing  year 2000
issues for the Local Limited Partnerships.  The cost to deal with potential year
2000 issues of the Local Limited Partnerships cannot be estimated at this time.

Risk of Year 2000 Issues

There may be Local  General  Partners who indicate  that they or their  property
management  company are not year 2000  compliant and do not have plans to become
year 2000  compliant  before the end of 1999.  There may be other Local  General
Partners who are  unwilling to respond to the  certification  request.  The most
likely result of either non-compliance or failure to respond will be the removal
and  replacement  of the property  management  company  and/or the Local General
Partner with year 2000 compliant operators.

Despite the efforts to obtain certifications, there can be no assurance that the
Partnership  will be unaffected  by year 2000 issues.  The most  reasonable  and
likely  result from non-year 2000  compliance  will be the  disruption of normal
business  operations  for the  Local  Limited  Partnerships,  including  but not
limited  to the  possible  failure  to  properly  collect  rents and meet  their
obligations in a timely manner.  This disruption  would, in turn, lead to delays
by  the  Local  Limited  Partnerships  in  performing  reporting  and  fiduciary
responsibilities  on behalf of the  Partnership.  The worst-case  scenario would
include the  initiation of  foreclosure  proceedings on the property by mortgage
debt holders. Under these circumstances, WNC or its affiliates will take actions
necessary  to  minimize  the risk of  foreclosure,  including  the  removal  and
replacement of a Local General  Partner by the  Partnership.  These delays would
likely  be  temporary  and  would  likely  not  have a  material  effect  on the
Partnership or WNC.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data

                                       14
<PAGE>




               Report of Independent Certified Public Accountants


To the Partners
WNC Housing Tax Credit Fund II, L.P.


We have audited the  accompanying  balance sheets of WNC Housing Tax Credit Fund
II, L.P. (a California Limited  Partnership) (the "Partnership") as of March 31,
1999 and December 31, 1998, and the related statements of operations,  partners'
equity  (deficit)  and cash flows for the three  months ended March 31, 1999 and
the  year  ended  December  31,  1998.   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.  A  significant
portion of the  financial  statements of the limited  partnerships  in which the
Partnership  is a limited  partner were audited by other  auditors whose reports
have been  furnished to us. As discussed in Note 2 to the financial  statements,
the Partnership  accounts for its investments in limited  partnerships using the
equity  method.   The  portion  of  the  Partnership's   investment  in  limited
partnerships  audited  by other  auditors  represented  58% and 59% of the total
assets of the Partnership at March 31, 1999 and December 31, 1998, respectively.
Our  opinion,  insofar as it relates to the amounts  included  in the  financial
statements for the limited  partnerships  which were audited by others, is based
solely on the reports of the other auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether 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  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that our audits and the  reports  of the other  auditors  provide a
reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of WNC  Housing Tax Credit Fund II, L.P. (A  California
Limited Partnership) as of March 31, 1999 and December 31, 1998, and the results
of its  operations  and its cash flows for the three months ended March 31, 1999
and the year ended  December 31, 1998, in  conformity  with  generally  accepted
accounting principles.


                                                    /s/ BDO SEIDMAN, LLP
                                                    BDO SEIDMAN, LLP

Orange County, California
July 12, 1999

                                       15
<PAGE>



                          INDEPENDENT AUDITORS' REPORT



To the Partners
WNC Housing Tax Credit Fund II, L.P.


We have audited the  accompanying  balance  sheet of WNC Housing Tax Credit Fund
II, L.P. ( a California Limited  Partnership) (the "Partnership") as of December
31, 1997, and the related  statements of operations,  partners' equity (deficit)
and cash flows for each of the years in the two-year  period ended  December 31,
1997. 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 audit. We did not audit the financial  statements of the
limited  partnerships in which WNC Housing Tax Credit Fund II, L.P. is a limited
partner. These investments,  as discussed in Note 2 to the financial statements,
are  accounted  for by the  equity  method.  The  investments  in these  limited
partnerships  represented 91% of the total assets of WNC Housing Tax Credit Fund
II,  L.P.  at  December  31,  1997.  The  financial  statements  of the  limited
partnerships were audited by other auditors whose reports have been furnished to
us, and our  opinion,  insofar as it relates to the amounts  included  for these
limited partnerships, is based solely on the reports of the other auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether 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  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that our audits and the  reports  of the other  auditors  provide a
reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of WNC  Housing Tax Credit Fund II, L.P. (a  California
Limited  Partnership) as of December 31, 1997, and the results of its operations
and its cash flows for each of the years in the two-year  period ended  December
31, 1997, in conformity with generally accepted accounting principles.



                                                    /s/ CORBIN & WERTZ
                                                    CORBIN & WERTZ
Irvine, California
March 13, 1998

                                       16

<PAGE>


                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                                    March 31                        December 31
                                          ------------------------------   ------------------------------
                                                  1999             1998             1998            1997
                                                  ----             ----             ----            ----
                                                             (Unaudited)
ASSETS

<S>                                     <C>              <C>              <C>             <C>
Cash and cash equivalents               $      175,658   $      187,707   $      175,192  $      181,313
Investments in limited  partnerships,
  net (Note 2)                               1,460,945        1,750,127        1,533,952       1,828,770
                                            ----------       ----------       ----------      ----------
                                        $    1,636,603   $    1,937,834   $    1,709,144  $    2,010,083
                                            ==========       ==========       ==========      ==========
LIABILITIES AND PARTNERS' EQUITY
  (DEFICIT)

Liabilities:
  Accrued  fees  and  expenses  due
    to  General Partner and affiliates
    (Note 3)                            $    1,055,204   $      910,531   $    1,019,071  $      871,377
                                             ----------       ----------       ----------      ----------
Commitments and contingencies

Partners' equity (deficit):
  General partner                              (53,728)         (49,269)         (52,641)        (48,155)
  Limited partners (12,000 units
    authorized; 7,000 units issued
    and outstanding)                           635,127        1,076,572          742,714       1,186,861
                                            ----------       ----------       ----------      ----------
      Total partners' equity                   581,399        1,027,303          690,073       1,138,706
                                            ----------       ----------       ----------      ----------
                                        $    1,636,603   $    1,937,834   $    1,709,144  $    2,010,083
                                            ==========       ==========       ==========      ==========
</TABLE>


                 See accompanying notes to financial statements
                                       17
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                         For the Three Months Ended
                                                  March 31                       For the Years Ended December 31
                                         ----------------------------   -------------------------------------------

                                                1999            1998           1998            1997           1996
                                                ----            ----           ----            ----           ----
                                                          (Unaudited)

<S>                                     <C>            <C>             <C>             <C>            <C>
Interest income                         $      3,627   $       3,850   $      9,224    $      5,785   $     10,157
Distribution income                              500               -              -               -              -
                                           ---------      ----------      ---------       ---------      ---------
    Total income                               4,127           3,850          9,224           5,785         10,157
                                           ---------      ----------      ---------       ---------      ---------
Operating expenses:
  Amortization (Note 2)                        5,338           5,338         21,352          21,352         21,352
  Asset management fees (Note 3)              36,226          36,226        144,903         144,903        144,903
  Other                                        8,944           2,929         24,021          13,248         67,906
                                           ---------      ----------      ---------       ---------      ---------
    Total operating expenses                  50,508          44,493        190,276         179,503        234,161
                                           ---------      ----------      ---------       ---------      ---------

Loss from operations                         (46,381)        (40,643)      (181,052)       (173,718)      (224,004)

Equity in losses of limited
  partnerships (Note 2)                      (62,293)        (70,760)      (267,581)       (143,021)      (568,488)
                                           ---------      ----------      ---------       ---------      ---------
Net loss                                $   (108,674)  $    (111,403)  $   (448,633)   $   (316,739)  $   (792,492)
                                           =========      ==========      =========       =========      =========
Net loss allocated to:
    General partner                     $     (1,087)  $      (1,114)  $     (4,486)   $     (3,167)  $     (7,925)
                                           =========      ==========      =========       =========      =========
    Limited partners                    $   (107,587)  $    (110,289)  $   (444,147)   $   (313,572)  $   (784,567)
                                           =========      ==========      =========       =========      =========
Net loss per limited partnership
  unit                                  $     (15.37)  $      (15.76)  $     (63.45)   $     (44.80)  $    (112.08)
                                           =========      ==========      =========       =========      =========
Outstanding weighted limited
  partner units                                7,000           7,000          7,000           7,000          7,000
                                           =========      ==========      =========       =========      =========
</TABLE>


                 See accompanying notes to financial statements
                                       18

<PAGE>

                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                  For The Three Months Ended March 31, 1999 and
              For The Years Ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>

                                    General       Limited
                                    Partner       Partners          Total
                                    --------      --------          -----
<S>                            <C>            <C>             <C>
Partners' equity (deficit)
  at January 1, 1996           $    (37,063)  $  2,285,000    $   2,247,937

Net loss                             (7,925)      (784,567)        (792,492)
                                  ---------      ---------        ---------
Partners' equity (deficit)
  at December 31, 1996              (44,988)     1,500,433        1,455,445

Net loss                             (3,167)      (313,572)        (316,739)
                                  ---------      ---------        ---------
Partners' equity (deficit)
  at December 31, 1997              (48,155)     1,186,861        1,138,706

Net loss                             (4,486)      (444,147)        (448,633)
                                  ---------      ---------        ---------
Partners' equity (deficit)
  at December 31, 1998              (52,641)       742,714          690,073

Net loss                             (1,087)      (107,587)        (108,674)
                                  ---------      ---------        ---------
Partners' equity (deficit)
  at March 31, 1999           $     (53,728)  $    635,127    $     581,399
                                  =========      =========        =========
</TABLE>


                 See accompanying notes to financial statements
                                       19
<PAGE>

                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                         For the Three Months Ended
                                                  March 31                      For the Years Ended December 31
                                         ----------------------------    -------------------------------------------
                                                  1999            1998           1998            1997           1996
                                                  ----            ----           ----            ----           ----
                                                            (Unaudited)
Cash flows from operating activities:
<S>                                       <C>            <C>             <C>            <C>             <C>
  Net loss                                $   (108,674)  $    (111,403)  $   (448,633)  $    (316,739)  $   (792,492)
  Write-off of receivables from
    limited partnerships                             -               -              -               -         52,726
  Adjustments to reconcile net loss
     to net cash provided by (used in)
     operating activities:
       Amortization                              5,338           5,338         21,352          21,352         21,352
       Equity in losses of limited
         partnerships                           62,293          70,760        267,581         143,021        568,488
       Change in other assets                        -               -              -             587            344
       Increase in accrued fees and
         expenses due to general
         partner and affiliates                 36,133          39,154        147,694         112,550        107,952
                                             ---------       ---------      ---------       ---------      ---------
Net cash provided by (used
  in) operating activities                      (4,910)          3,849        (12,006)        (39,229)       (41,630)
                                             ---------       ---------      ---------       ---------      ---------
Cash flows from investing activities:
   Distributions from limited
     partnerships                                5,376           2,545          5,885          12,239         11,451
                                             ---------       ---------      ---------       ---------      ---------
Net increase (decrease) in cash and
  cash equivalents                                 466           6,394         (6,121)        (26,990)       (30,179)

Cash and cash equivalents,  beginning
  of period                                    175,192         181,313        181,313         208,303        238,482
                                             ---------       ---------      ---------       ---------      ---------
Cash  and  cash  equivalents,  end of
  period                                  $    175,658   $     187,707   $    175,192   $     181,313   $    208,303
                                             =========       =========      =========       =========      =========
SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:

  Taxes paid                              $          -   $           -   $        800   $         800   $        800
                                             =========       =========      =========       =========      =========

</TABLE>

                 See accompanying notes to financial statements
                                       20

<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

       For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

WNC Housing Tax Credit Fund II,  L.P.,  a California  Limited  Partnership  (the
"Partnership"),  was formed on January  19,  1990 under the laws of the State of
California.  The  Partnership  was formed to invest  primarily in other  limited
partnerships   (the  "Local  Limited   Partnerships")   which  own  and  operate
multifamily  housing complexes (the "Housing Complex") that are eligible for low
income  housing tax credits.  The local  general  partners  (the "Local  General
Partners")  of  each  Local  Limited   Partnership  retain   responsibility  for
maintaining, operating and managing the Housing Complex.

The general partner is WNC Financial Group, L.P., a California  partnership (the
"General  Partner")  of the  Partnership.  WNC &  Associates,  Inc.  ("WNC") and
Wilfred N.  Cooper,  Sr. are the  partners  of the General  Partner.  Wilfred N.
Cooper,  Sr., through the Cooper Revocable Trust,  owns 66.8% of the outstanding
stock of WNC.  John B.  Lester,  Jr.  was the  original  limited  partner of the
Partnership and owns,  through the Lester Family Trust, 28.6% of the outstanding
stock of WNC.

The Partnership  shall continue in full force and effect until December 31, 2045
unless  terminated  prior to that date pursuant to the partnership  agreement or
law.

The financial  statements  include only activity relating to the business of the
Partnership,  and do not give  effect to any assets that the  partners  may have
outside of their interests in the Partnership, or to any obligations,  including
income taxes, of the partners.

The  Partnership  Agreement  authorized the sale of up to 12,000 units at $1,000
per Unit  ("Units").  The  offering of Units  concluded  on December 31, 1992 at
which time 7,000 Units  representing  subscriptions  in the amount of $7,000,000
had been accepted.  The General  Partner has a 1% interest in operating  profits
and losses,  taxable income and losses,  in cash available for distribution from
the Partnership and tax credits of the Partnership. The limited partners will be
allocated the  remaining  99% of these items in  proportion to their  respective
investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 3) from the  remainder,  any  additional  sale or  refinancing
proceeds will be distributed 95% to the limited partners (in proportion to their
respective investments) and 5% to the General Partner.

Change in Reporting Year End

The  Partnership  has  elected  to change its year end for  financial  reporting
purposes from December 31 to March 31. All  financial  information  reflected in
the financial statements and related footnotes has been adjusted for this change
in year end except for the combined condensed financial  information relating to
the Local Limited Partnerships included in Note 2.

Due to the change in year end, unaudited financial information as of and for the
three months ended March 31, 1998 is included in the  financial  statements  for
comparative  purposes  only.  The  financial  statements as of and for the three
months  ended  March  31,  1998  are  unaudited  but  include  all   adjustments
(consisting  of normal  recurring  adjustments)  which  are,  in the  opinion of
management,  necessary for a fair statement of financial position and results of
operations of the Partnership for the interim period.

                                       21

<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

       For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes  receive  government  financing  or operating  subsidies,  they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations.  The Housing Complexes are or will be subject
to  mortgage  indebtedness.  If a Local  Limited  Partnership  does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and low  income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local Limited Partnerships.  The value of the Partnership's  investments will be
subject  to  changes  in  national  and  local  economic  conditions,  including
unemployment  conditions,  which could adversely  impact vacancy levels,  rental
payment  defaults and operating  expenses.  This, in turn,  could  substantially
increase  the  risk of  operating  losses  for  the  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental   hazards  and  natural  disasters  which  might  be
uninsurable. Because the Partnership's operations will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  Local  General
Partners,  there can be no assurance  that the  anticipated  low income  housing
credits will be available to Limited Partners.

In addition,  Limited  Partners are subject to risks in that the rules governing
the low income  housing  credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop.  All management decisions will
be made by the General Partner.

Method of Accounting For Investments in Limited Partnerships

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership  in  acquiring  the  investments  are  capitalized  as  part  of the
investment account and are being amortized over 30 years (see Note 2).

Losses from limited partnerships for the years ended December 31, 1998, 1997 and
1996 have been recorded by the Partnership based on reported results provided by
the Local limited  Partnerships.  Losses from limited partnerships for the three
months ended March 31, 1999 and 1998 have been  estimated by  management  of the
Partnership. Losses from Local Limited Partnerships allocated to the Partnership
are not recognized to the extent that the  investment  balance would be adjusted
below zero.

                                       22

<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

       For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Offering Expenses

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other costs  incurred  with selling  limited
partnership  interests in the  Partnership.  The General Partner is obligated to
pay all  offering  and  organization  costs in  excess of 15%  (including  sales
commissions) of the total offering proceeds.  Offering expenses are reflected as
a reduction of partners'  capital and amounted to  $1,036,840  at the end of all
periods presented.

Use of Estimates

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

Cash and Cash Equivalents

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
March  31,  1999 and  December  31,  1998 and  1997,  the  Partnership  had cash
equivalents of $146,848, $143,633 and $135,471, respectively.

Concentration of Credit Risk

At March 31, 1999, the Partnership maintained cash balances at certain financial
institutions in excess of the federally insured maximum.

Reclassifications

Certain  prior  year  balances  have been  reclassified  to  conform to the 1998
presentation.

Net Loss Per Limited Partner Unit

Net loss per limited  partnership  unit is  calculated  pursuant to Statement of
Financial  Accounting  Standards No. 128,  Earnings Per Share. Net loss per unit
includes no dilution  and is computed  by  dividing  loss  available  to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net income per unit is not required.

Reporting Comprehensive Income

In June 1997,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, Reporting  Comprehensive  Income.  This statement  establishes
standards for reporting the components of comprehensive income and requires that
all items that are  required to be  recognized  under  accounting  standards  as
components of comprehensive  income be included in a financial statement that is
displayed with the same prominence as other financial statements.  Comprehensive
income  includes net income as well as certain items that are reported  directly
within a separate  component  of  Partners'  equity and bypass net  income.  The
Partnership  adopted the  provisions of this  statement in 1998. For the periods
presented,  the Partnership has no elements of other  comprehensive  income,  as
defined by SFAS No. 130.

                                       23

<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

       For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of the periods  presented,  the Partnership had acquired limited  partnership
interests in  twenty-seven  Local Limited  Partnerships,  each of which owns one
Housing  Complex  consisting  of  an  aggregate  of  784  apartment  units.  The
respective  general  partners  of the  Local  Limited  Partnerships  manage  the
day-to-day  operations of the entities.  Significant  Local Limited  Partnership
business  decisions,  as defined,  require the approval of the Partnership.  The
Partnership, as a limited partner, is generally entitled to 99%, as specified in
the Local Limited Partnership  agreements,  of the operating profits and losses,
taxable income and losses and tax credits of the Local Limited Partnerships.

The Partnership's  investment in Local Limited Partnerships shown in the balance
sheets at December 31, 1998 and 1997 are approximately  $1,028,000 and $905,000,
respectively,  greater  than the  Partnership's  equity  as  shown in the  Local
Limited  Partnerships'   combined  financial  statements.   This  difference  is
primarily due to unrecorded losses, as discussed below,  acquisition,  selection
and other costs related to the  acquisition of the  investments  which have been
capitalized in the Partnership's investment account. Capitalized costs are being
amortized over 30 years.

Equity  in  losses  of the  Local  Limited  Partnerships  is  recognized  in the
financial  statements until the related  investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the  Partnership  will resume applying the equity method only after its share of
such net  income  equals  the share of net  losses  not  recognized  during  the
period(s) the equity method was suspended.

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are recognized as income.

At March 31, 1999, the investment accounts in certain Local Limited Partnerships
have  reached  a zero  balance.  Consequently,  a portion  of the  Partnership's
estimate of its share of losses for the three month  period ended March 31, 1999
amounting to approximately  $52,058 have not been recognized.  The Partnership's
share of losses during the years ended  December 31, 1998 and 1997  amounting to
approximately $189,571 and $426,917,  respectively, have not been recognized. As
of March 31,  1999,  the  aggregate  share of net losses not  recognized  by the
Partnership amounted to $668,546.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>
                                                             For the Three
                                                             Months Ended              For the Years Ended
                                                               March 31                    December 31
                                                            ---------------    -----------------------------------
                                                                      1999               1998                1997
                                                                      ----               ----                ----
<S>                                                       <C>                <C>                 <C>
Investments per balance sheet, beginning of period        $      1,533,952   $      1,828,770    $      2,005,382
Equity in losses of limited partnerships                           (62,293)          (267,581)           (143,021)
Distributions received                                              (5,376)            (5,885)            (12,239)
Amortization of paid acquisition fees and costs                     (5,338)           (21,352)            (21,352)
                                                                ----------         ----------          ----------
Investments per balance sheet, end of period              $      1,460,945   $      1,533,952    $      1,828,770
                                                                ==========         ==========          ==========
</TABLE>

                                       24

<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

       For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

The financial  information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest  subsidies are generally  netted against
interest expense.  Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years then ended is as follows:

                        COMBINED CONDENSED BALANCE SHEETS

                                                      1998                1997
                                                      ----                ----
ASSETS

Buildings and improvements,
  net of accumulated
  depreciation  of $6,940,000
  and $6,159,000 for 1998
  and 1997, respectively                  $     22,025,000    $     22,715,000
Land                                             1,354,000           1,354,000
Other assets                                     2,023,000           1,812,000
                                               -----------         -----------
                                          $     25,402,000    $     25,881,000
                                               ===========         ===========
LIABILITIES

Mortgage loan payable                     $     23,510,000    $     23,195,000
Due to related parties                             183,000             137,000
Other liabilities                                  445,000             846,000
                                               -----------         -----------
                                                24,138,000          24,178,000
                                               -----------         -----------
PARTNERS' CAPITAL

WNC Housing Tax Credit Fund II, L.P.               506,000             924,000
Other partners                                     758,000             779,000
                                               ------------        -----------
                                                 1,264,000           1,703,000
                                               ------------        -----------
                                          $     25,402,000    $     25,881,000
                                               ===========         ===========


                                       25

<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

       For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                             1998            1997          1996
                                             ----            ----          ----
Total revenues, including interest
  and rent subsidies                  $ 3,273,000    $  3,179,000   $ 3,068,000
                                        ---------       ---------     ---------
Expenses:
  Operating expenses                    1,951,000       1,984,000     1,837,000
  Interest expense                        953,000         920,000       937,000
  Depreciation and amortization           831,000         851,000       868,000
                                        ---------       ---------     ---------
         Total expenses                 3,735,000       3,755,000     3,642,000
                                        ---------       ---------     ---------
Net loss                              $  (462,000)   $   (576,000)  $  (574,000)
                                        =========       =========     =========
Net loss allocable to the Partnership $  (457,000)   $   (570,000)  $  (568,000)
                                        =========       =========     =========
Net loss recorded by the Partnership  $  (268,000)   $   (143,000)  $  (568,000)
                                        =========       =========     =========

Certain Local Limited  Partnerships  incurred  operating losses and have working
capital deficiencies.  In the event these Local Limited Partnerships continue to
incur significant  operating  losses,  additional  capital  contributions by the
Partnership  and/or the Local  General  Partner  may be  required to sustain the
operations  of  such  Local   Limited   Partnerships.   If  additional   capital
contributions are not made when they are required, the Partnership's  investment
in certain of such Local Limited Partnerships could be impaired.

NOTE 3 - RELATED PARTY TRANSACTIONS

Under the terms of the  Partnership  Agreement,  the  Partnership has paid or is
obligated to the General Partner or its affiliates for the following items:

          Acquisition  fees of up to 9% of the gross  proceeds  from the sale of
          Units as  compensation  for services  rendered in connection  with the
          acquisition of Local Limited  Partnerships.  At the end of all periods
          presented,  the  Partnership  incurred  acquisition  fees of $630,000.
          Accumulated  amortization  of these  capitalized  costs was  $165,980,
          $160,730  and  $139,731 as of March 31, 1999 and December 31, 1998 and
          1997, respectively.

          Reimbursement  of costs  incurred by an affiliate of WNC in connection
          with  the   acquisition   of   Local   Limited   Partnerships.   These
          reimbursements have not exceeded 1.7% of the gross proceeds. As of the
          end of all periods  presented,  the Partnership  incurred  acquisition
          costs of $10,581  which have been included in  investments  in limited
          partnerships.  Accumulated  amortization  was  insignificant  for  all
          periods presented.

                                       26

<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

       For The Three Months Ended March 31, 1999 and 1998 (Unaudited) and
              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

          An annual  management fee equal to 0.5% of the invested  assets of the
          Local  Limited  Partnerships,  including the  Partnership's  allocable
          share of the  mortgages.  Management  fees of  $36,226  were  incurred
          during  the three  months  ended  March  31,  1999 and  $144,903  were
          incurred  during 1998,  1997 and 1996,  respectively,  of which $0 was
          paid during the three months ended March 31, 1999 and $0,  $32,000 and
          $35,000 were paid in 1998, 1997 and 1996, respectively.

          A subordinated  disposition  fee in an amount equal to 1% of the sales
          price of any real estate sold.  Payment of this fee is subordinated to
          the limited  partners who receive a 6% preferred return (as defined in
          the Partnership  Agreement) and is payable only if the General Partner
          or its affiliates render services in the sales effort.

The accrued fees and expenses due to General  Partner and affiliates  consist of
the following at:

                                    March 31               December 31
                                 --------------    ----------------------------
                                           1999            1998             1997
                                           ----            ----             ----
Advances from WNC               $         2,963  $        3,056   $          263

Asset management fee payable          1,052,241       1,016,015          871,114
                                     ----------      ----------       ----------
                                $     1,055,204  $    1,019,071   $      871,377
                                     ==========      ==========       ==========

The General  Partner does not  anticipate  that these  accrued fees will be paid
until such time as capital reserves are in excess of future foreseeable  working
capital requirements of the Partnership.

NOTE 4 - INCOME TAXES

No provision  for income taxes has been recorded in the  accompanying  financial
statements as any  liability for income taxes is the  obligation of the partners
of the Partnership.




                                       27

<PAGE>
Item  9.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

NOT APPLICABLE

PART III.

Item 10. Directors and Executive Officers of the Registrant

The Partnership has no directors or executive officers of its own. The following
biographical  information is presented for the directors and executive  officers
of Associates which has principal responsibility for the Partnership's affairs.

Directors and Executive Officers of WNC & Associates, Inc.

The directors of WNC & Associates,  Inc. are Wilfred N. Cooper,  Sr., who serves
as Chairman of the Board,  John B.  Lester,  Jr.,  David N.  Shafer,  Wilfred N.
Cooper, Jr. and Kay L. Cooper.  The principal  shareholders of WNC & Associates,
Inc. are trusts established by Wilfred N. Cooper, Sr. and John B. Lester, Jr.

Wilfred N. Cooper,  Sr., age 68, is the founder,  Chief Executive  Officer and a
Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and a
general partner in some of the programs previously sponsored by the Sponsor. Mr.
Cooper has been involved in real estate  investment and  acquisition  activities
since 1968.  Previously,  during 1970 and 1971,  he was founder and principal of
Creative  Equity  Development  Corporation,  a predecessor  of WNC & Associates,
Inc., and of Creative Equity Corporation,  a real estate investment firm. For 12
years  prior  to  that,  Mr.  Cooper  was  employed  by  Rockwell  International
Corporation, last serving as its manager of housing and urban developments where
he  had  responsibility   for  factory-built   housing  evaluation  and  project
management in urban  planning and  development.  Mr. Cooper is a Director of the
National  Association of Home Builders (NAHB) and a National  Trustee for NAHB's
Political Action Committee,  a Director of the National Housing Conference (NHC)
and a  member  of NHC's  Executive  Committee  and a  Director  of the  National
Multi-Housing  Council (NMHC).  Mr. Cooper graduated from Pomona College in 1956
with a Bachelor of Arts degree.

John B. Lester, Jr., age 65, is President, a Director, Secretary and a member of
the  Acquisition  Committee  of WNC &  Associates,  Inc.,  and a Director of WNC
Capital  Corporation.  Mr. Lester has 27 years of experience in engineering  and
construction  and has been involved in real estate  investment  and  acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates,  Inc., a provider
of engineering and construction  services to the oil refinery and  petrochemical
industries,  which  he  co-founded  in  1973.  Mr.  Lester  graduated  from  the
University of Southern  California in 1956 with a Bachelor of Science  degree in
Mechanical Engineering.

Wilfred N. Cooper,  Jr., age 36, is Executive Vice  President,  a Director and a
member of the  Acquisition  Committee of WNC & Associates,  Inc. He is President
of, and a registered principal with, WNC Capital  Corporation,  a member firm of
the NASD,  and is a Director of WNC  Management,  Inc.  He has been  involved in
investment  and  acquisition  activities  with  respect to real estate  since he
joined  the  Sponsor in 1988.  Prior to this,  he served as  Government  Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Advisory Board for LIHC Monthly Report,  a Director of NMHC and an Alternate
Director of NAHB.  He  graduated  from The  American  University  in 1985 with a
Bachelor of Arts degree.

David N. Shafer, age 47, is Senior Vice President, a Director,  General Counsel,
and a member of the  Acquisition  Committee  of WNC &  Associates,  Inc.,  and a
Director and Secretary of WNC  Management,  Inc. Mr. Shafer has been involved in
real estate  investment and acquisition  activities since 1984. Prior to joining
the Sponsor in 1990, he was  practicing  law with a specialty in real estate and
taxation.  Mr. Shafer is a Director and President of the  California  Council of
Affordable  Housing  and a member  of the State Bar of  California.  Mr.  Shafer
graduated  from the  University  of  California  at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor  degree (cum laude) and from the  University  of San Diego in 1986 with a
Master of Law degree in Taxation.

                                       28

<PAGE>
Michael L. Dickenson, age 42, is Vice President and Chief Financial Officer, and
a member of the  Acquisition  Committee  of WNC &  Associates,  Inc.,  and Chief
Financial Officer of WNC Management,  Inc. He has been involved with acquisition
and  investment  activities  with  respect to real estate  since 1985.  Prior to
joining the Sponsor in March 1999, he was the Director of Financial  Services at
TrizecHahn  Centers Inc., a developer  and operator of  commercial  real estate,
from 1995 to 1999,  a Senior  Manager  with E&Y  Kenneth  Leventhal  Real Estate
Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of Finance with
Great Southwest  Companies,  a commercial and residential real estate developer,
from  1985 to 1988.  Mr.  Dickenson  is a  member  of the  Financial  Accounting
Standards  Committee for the National  Association of Real Estate  Companies and
the  American  Institute  of  Certified  Public  Accountants,  and a Director of
HomeAid  Southern  California,  a charitable  organization  affiliated  with the
building  industry.  He  graduated  from  Texas Tech  University  in 1978 with a
Bachelor of Business  Administration  -  Accounting  degree,  and is a Certified
Public Accountant in California and Texas.

Thomas J. Riha, age 44, is Vice President - Asset Management and a member of the
Acquisition  Committee  of WNC &  Associates,  Inc.  and a  Director  and  Chief
Executive  Officer  of WNC  Management,  Inc.  Mr.  Riha  has been  involved  in
acquisition  and investment  activities  with respect to real estate since 1979.
Prior to joining the  Sponsor in 1994,  Mr.  Riha was  employed by Trust  Realty
Advisor, a real estate acquisition and management company,  last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton  in 1977 with a  Bachelor  of Arts  degree  (cum  laude)  in  Business
Administration  with a  concentration  in Accounting  and is a Certified  Public
Accountant  and  a  member  of  the  American   Institute  of  Certified  Public
Accountants.

Sy P. Garban,  age 53, is Vice  President - National  Sales of WNC & Associates,
Inc.  and has been  employed by the  Sponsor  since  1989.  Mr.  Garban has been
involved in real estate  investment  activities since 1978. Prior to joining the
Sponsor he served as  Executive  Vice  President  of MRW,  Inc.,  a real  estate
development  and management  firm.  Mr. Garban is a member of the  International
Association of Financial  Planners.  He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

N. Paul Buckland,  age 36, is Vice President - Acquisitions of WNC & Associates,
Inc. He has been involved in real estate acquisitions and investments since 1986
and has been employed with WNC & Associates,  Inc. since 1994. Prior to that, he
served on the  development  team of the Bixby Ranch that  constructed  apartment
units and Class A office space in California and  neighboring  states,  and as a
land  acquisition  coordinator with Lincoln Property Company where he identified
and analyzed multi-family  developments.  Mr. Buckland graduated from California
State  University,  Fullerton  in 1992  with a  Bachelor  of  Science  degree in
Business Finance.

David Turek, age 44, is Vice President - Originations of WNC & Associates,  Inc.
He has been involved with real estate  investment and finance  activities  since
1976 and has been employed by WNC & Associates,  Inc.  since 1996.  From 1995 to
1996,  Mr. Turek served as a consultant  for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties.  From 1990 to 1995, he was involved in the development of
conventional  and tax credit  multi-family  housing.  He is a Director  with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper,  age 62, is a Director of WNC & Associates,  Inc. Mrs. Cooper was
the founder and sole  proprietor  of Agate 108, a  manufacturer  and retailer of
home  accessory  products,  from 1975 until 1998.  She is the wife of Wilfred N.
Cooper,  Sr.,  the mother of Wilfred  N.  Cooper,  Jr. and the sister of John B.
Lester,  Jr. Ms. Cooper graduated from the University of Southern  California in
1958 with a Bachelor of Science degree.

Item 11.  Executive Compensation

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the Partnership is obligated to the General
Partner or Associates for the following fees:

(a)  Annual Asset  Management  Fee. An annual asset  management fee in an amount
     equal to 0.5% of invested assets (the sum of the  Partnership's  Investment
     in Local  Limited  Partnership  Interests and the  Partnership's  allocable
     share of the amount of the  mortgage  loans on and other debts  related to,
     the Housing  Complexes owned by such Local Limited  Partnerships).  Fees of
     $36,226 and 144,903 were  incurred  during the three months ended March 31,
     1999 and the year ended December 31, 1998,  respectively.  The  Partnership
     made no payments to the General  Partner or its  affiliates  for those fees
     during the three  months  ended March 31, 1999 and the year ended  December
     31, 1998.

                                       29
<PAGE>

(b)  Subordinated  Disposition Fee. A subordinated  disposition fee in an amount
     equal to 1% of the  sale  price  received  in  connection  with the sale or
     disposition of a Housing  Complex.  Subordinated  disposition  fees will be
     subordinated  to  the  prior  return  of  the  Limited   Partners'  capital
     contributions  and  payment  of the  Return on  Investment  to the  Limited
     Partners.  "Return  on  Investment"  means an  annual,  cumulative  but not
     compounded,  "return" to the Limited Partners (including Low Income Housing
     Credits) as a class on their adjusted capital contributions  commencing for
     each Limited  Partner on the last day of the calendar  quarter during which
     the Limited Partner's capital  contribution is received by the Partnership,
     calculated at the following  rate; 6% for the balance of the  Partnership's
     term. No disposition fees have been paid.

(c)  Operating Expenses.  The Partnership  reimbursed the General Partner or its
     affiliates  for  operating  expenses  of  approximately  $11,000 and $3,000
     during the three  months  ended March 31, 1999 and the year ended  December
     31, 1998, respectively.

(d)  Interest  in  Partnership.   The  General   Partners   receive  1%  of  the
     Partnership's  allocated Low Income  Housing  Credits,  which  approximated
     $10,000 for the General  Partners for the year ended December 31, 1998. The
     General  Partners  are also  entitled to receive 1% of cash  distributions.
     There were no  distributions  of cash to the  General  Partners  during the
     three months ended March 31, 1999 or the year ended December 31, 1998.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Certain Beneficial Owners

     No person is known to the General Partner to own  beneficially in excess of
     5% of the outstanding Units.

(b)  Security Ownership of Management

     Neither the General  Partner,  its  affiliates,  nor any of the officers or
     directors  of  the  General  Partner  or its  affiliates  own  directly  or
     beneficially any Units in the Partnership.

(c)  Changes in Control

     The  management  and control of the  General  Partner may be changed at any
     time in accordance with their respective organizational documents,  without
     the  consent  or  approval  of  the  Limited  Partners.  In  addition,  the
     Partnership  Agreement provides for the admission of one or more additional
     and successor General Partners in certain circumstances.

     First,   with  the   consent   of  any  other   General   Partners   and  a
     majority-in-interest  of the  Limited  Partners,  any  General  Partner may
     designate  one or  more  persons  to be  successor  or  additional  General
     Partners. In addition,  any General Partner may, without the consent of any
     other General Partner or the Limited Partners,  (i) substitute in its stead
     as General  Partner  any  entity  which has,  by merger,  consolidation  or
     otherwise,  acquired  substantially  all  of its  assets,  stock  or  other
     evidence of equity interest and continued its business, or (ii) cause to be
     admitted to the Partnership an additional General Partner or Partners if it
     deems such  admission to be necessary or desirable so that the  Partnership
     will be classified a partnership for Federal income tax purposes.  Finally,
     a  majority-in-interest  of the Limited Partners may at any time remove the
     General Partner of the Partnership and elect a successor General Partner

Item 13.  Certain Relationships and Related Transactions

The General Partner manages all of the Partnership's  affairs.  The transactions
with  the  General  Partner  are  primarily  in  the  form of  fees  paid by the
Partnership for services  rendered to the Partnership and the General  Partner's
interests  in the  Partnership,  as discussed in Item 11 and in the notes to the
Partnership's financial statements.

                                       30

<PAGE>
PART IV.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1)   Financial statements included in Part II hereof:

         Report of Independent Certified Public Accountants
         Independent Auditors' Report
         Balance Sheets, March 31, 1999 and  1998 (Unaudited)  and  December 31,
           1998 and 1997
         Statements of Operations  for the three months ended March 31, 1999 and
           1998 (Unaudited) and for the years ended December 31, 1998,  1997 and
           1996
         Statements  of  Partners' Equity (Deficit) for  the  three months ended
            March 31, 1999 and for  the  years ended December 31, 1998, 1997 and
            1996
         Statements  of Cash Flows for the three months ended March 31, 1999 and
           1998 (Unaudited) and for the years ended December 31, 1998,  1997 and
           1996
         Notes to Financial Statements

(a)(2)   Financial statement schedules included in Part IV hereof:

         Report of Independent Certified Public Accountants  on Financial State-
           ment Schedules
         Schedule III - Real Estate Owned by Local Limited Partnerships

(b)      Reports on Form 8-K.

1.       A Form 8-K dated May 13, 1999 was filed on May 19, 1999  reporting  the
         Partnership's  change  in fiscal  year  end to March  31. No  financial
         statements were included.

(c)      Exhibits.

3.1      Articles  of   incorporation   and  by-laws:   The  registrant  is  not
         incorporated. The Partnership Agreement dated as of January 19, 1990 is
         included as Exhibit B to the Prospectus,  filed as Exhibit 28.1 to Form
         10 K for the year ended December 31, 1994 is hereby incorporated herein
         as exhibit 3.1.

10.1.    Amended  and  Restated  Agreement  of  Limited  Partnership  of  DiVall
         Midland  Associates  Limited  Partnership  II filed as  exhibit 10.1 on
         Form  10-K  dated  December 31, 1992 is  hereby  incorporated herein as
         exhibit 10.1.

10.2.    Amended and Restated Agreement of Limited  Partnership  of Airport Road
         Associates,  Limited filed as exhibit 10.2 on Form 10-K  dated December
         31, 1992 is hereby incorporated herein as exhibit 10.2.

10.3.    Amended and  Restated  Agreement of Limited  Partnership  of Arizona  I
         Limited  Partnership filed as exhibit 10.3 on Form 10-K dated  December
         31, 1992 is hereby incorporated herein as exhibit 10.3.

10.4.    Amended and  Restated  Agreement  of  Limited  Partnership  of Cherokee
         Square,  L.P.  filed as exhibit  10.4  on Form 10-K dated  December 31,
         1992 is hereby incorporated herein as exhibit 10.4.

10.5.    Amended  and  Restated  Agreement  of Limited  Partnership  of  Ashland
         Investment Group filed as exhibit 10.5 on Form 10-K  dated December 31,
         1992 is hereby incorporated herein as exhibit 10.5.

10.6.    Amended  and  Restated  Agreement  of Limited  Partnership  of  Brian's
         Village  Apartments  filed as exhibit 10.6 on Form 10-K dated  December
         31, 1992 is hereby incorporated herein as exhibit 10.6.

10.7.    Amended  and  Restated  Agreement  of  Limited  Partnership  of   Emory
         Capital,  L.P.  filed as exhibit 10.7 on  Form 10-K dated  December 31,
         1992 is hereby incorporated herein as exhibit 10.7.

10.8.    Amended and Restated Agreement of Limited  Partnership of Emory  Manor,
         L.P.  filed as exhibit  10.8 on Form 10-K  dated  December  31, 1992 is
         hereby incorporated herein as exhibit 10.8.

                                       31

<PAGE>
10.9     Amended and  Restated  Agreement of Limited  Partnership  of  Jefferson
         Capital,  L.P.  filed as exhibit 10.9  on Form 10-K dated  December 31,
         1992 is hereby incorporated herein as exhibit 10.9.

10.10.   Amended and Restated  Agreement of  Limited  Partnership  of  Jefferson
         Manor,  L.P.  filed as exhibit  10.10 on Form 10-K  dated  December 31,
         1992 is hereby incorporated herein as exhibit 10.10.

10.11.   Amended and  Restated  Agreement  of  Limited  Partnership  of  Rociada
         Partners,  Ltd. filed as exhibit 10.11 on  Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 10.11.

10.12    Amended  and  Restated  Agreement  of  Limited  Partnership  of  Wilcox
         Investment  Group filed as exhibit  10.12 on Form  10-K dated  December
         31, 1992 is hereby incorporated herein as exhibit 10.12.

10.13.   Amended and Restated Agreement of Limited  Partnership of Casa  Allegre
         filed as exhibit 10.13 on Form 10-K dated  December 31, 1992 is  hereby
         incorporated herein as exhibit 10.13.

10.14.   Amended and  Restated  Agreement  of  Limited  Partnership  of Lakeview
         Limited  Partnership filed as exhibit 10.14on Form 10-K  dated December
         31, 1992 is hereby incorporated herein as exhibit 10.14.

10.15.   Amended and Restated  Agreement of Limited  Partnership  of  Whitewater
         Woods  Limited  Partnership  filed as exhibit 10.15 on  Form 10-K dated
         December 31, 1992 is hereby incorporated herein as exhibit 10.15.

10.16.   Amended and Restated Agreement of Limited  Partnership  of  Castroville
         Village,  Ltd.  filed as exhibit 10.16 on Form 10-K dated  December 31,
         1992 is hereby incorporated herein as exhibit 10.16.

10.17.   Amended  and  Restated  Agreement  of  Limited  Partnership  of  Idalou
         Manor,  L.P.  filed as exhibit  10.17 on Form 10-K  dated  December 31,
         1992 is hereby incorporated herein as exhibit 10.17.

10.18.   Amended and Restated  Agreement of  Limited  Partnership of Littlefield
         Manor,  L.P.  filed as exhibit  10.18 on  Form 10-K dated  December 31,
         1992 is hereby incorporated herein as exhibit 10.18.

10.19.   Amended and  Restated  Agreement  of  Limited  Partnership  of  Am-Kent
         Associates,  Ltd.  filed as exhibit 10.19 on  Form 10-K dated  December
         31, 1992 is hereby incorporated herein as exhibit 10.19.

10.20.   Amended and Restated  Agreement  of  Limited  Partnership  of  Brantley
         Housing,  Ltd.  filed as exhibit 10.20 on  Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 10.20.

10.21.   Amended and Restated  Agreement of Limited  Partnership  of Candleridge
         of Perry,  L.P. filed as exhibit 10.21 on Form  10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 10.21.

10.22.   Amended and Restated Agreement of Limited  Partnership  of  Candleridge
         of Runnells,  L.P.  filed as exhibit 10.22 on Form 10-K  dated December
         31, 1992 is hereby incorporated herein as exhibit 10.22.

10.23.   Amended and Restated Agreement of Limited Partnership of  Perry  County
         Housing,  Ltd.  filed as exhibit 10.23 on Form 10-K dated  December 31,
         1992 is hereby incorporated herein as exhibit 10.23.

10.24.   Amended and Restated  Agreement of  Limited  Partnership  of  Eclectric
         Housing,  Ltd.  filed as exhibit 10.24 on  Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 10.24.

10.25.   Amended and Restated  Agreement of  Limited  Partnership  of  Pine Hill
         Housing,  Ltd.  filed as exhibit 10.25 on Form 10-K  dated December 31,
         1992 is hereby incorporated herein as exhibit 10.25.

10.26.   Amended  and  Restated  Agreement  of  Limited  Partnership  of  Wadley
         Housing,  Ltd.  filed as exhibit 10.26 on Form  10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 10.26.

(d)      Financial statement schedules follow, as set forth in subsection (a)(2)
         hereof.

                                       32
<PAGE>




             Report of Independent Certified Public Accountants on
                         Financial Statement Schedules




To the Partners
WNC Housing Tax Credit Fund II, L.P.


The audits  referred to in our report dated July 12, 1999,  relating to the 1999
and 1998  financial  statements  of WNC Housing  Tax Credit  Fund II, L.P.  (the
"Partnership"),  which is  contained  in Item 8 of this Form 10-K,  included the
audit of the accompanying financial statement schedules. The financial statement
schedules  are  the   responsibility  of  the  Partnership's   management.   Our
responsibility is to express an opinion on these financial  statement  schedules
based upon our audits.

In our opinion,  such  financial  statement  schedules  present  fairly,  in all
material respects, the financial information set forth therein.



                                                     /s/ BDO SEIDMAN, LLP
                                                     BDO SEIDMAN, LLP


Orange County, California
July 12, 1999





                                       33
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>

                                              ---------------------------------- ---------------------------------------------------
                                                       March 31, 1999                            As of December 31, 1998
                                              ---------------------------------- ---------------------------------------------------
                                              Partnership's Total   Amount of    Encumbrances of                             Net
                                              Investment in Local   Investment   Local Limited  Property and  Accumulated    Book
Partnership Name             Location         Limited Partnerships  Paid to Date Partnerships   Equipment     Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>              <C>            <C>           <C>           <C>         <C>
Airport Road Associates,     Slidell,
Limited                      Louisiana           $  334,000       $  334,000     $ 1,450,000   $  1,858,000  $  580,000  $ 1,278,000

Am-Kent Associates, Ltd.     Amite &
                             Kentwood,
                             Louisiana              232,000          232,000       1,119,000      1,585,000     424,000    1,161,000

Arizona I Limited            Showlow,
Partnership                  Arizona                320,000          320,000       1,487,000      1,968,000     412,000    1,556,000

Ashland Investment Group,    Ashland,
an Oregon Limited            Oregon                 300,000          300,000       1,390,000      1,824,000     351,000    1,473,000
Partnership

Brantley Housing, Ltd.       Brantley,
                             Alabama                108,000          108,000         575,000        699,000     139,000     560,000

Brian's Village Apartments,  Mannford,
an Oklahoma                  Oklahoma               176,000          176,000         757,000        974,000     292,000     682,000
Limited Partnership.

Candleridge Apartments of    Perry, Iowa             93,000           93,000         595,000        747,000     180,000     567,000
Perry, L.P.

Candleridge Apartments of    Runnells,
Runnells, L.P.               Iowa                    58,000           58,000         377,000        471,000     114,000     357,000

Casa Allegre Limited         Las Vegas,
Partnership                  New Mexico             318,000          318,000       1,394,000      1,835,000     374,000   1,461,000

Castroville Village, Ltd.    Castroville,
                             Texas                  165,000          165,000         954,000      1,151,000     165,000     986,000

</TABLE>

                                       34
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>

                                              ---------------------------------- ---------------------------------------------------
                                                       March 31, 1999                            As of December 31, 1998
                                              ---------------------------------- ---------------------------------------------------
                                              Total Investment      Amount of     Encumbrances of                             Net
                                              in Local              Investment    Local Limited  Property and  Accumulated    Book
Partnership Name             Location         Limited Partnerships  Paid to Date  Partnerships   Equipment     Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>             <C>         <C>           <C>            <C>         <C>
Cherokee Square, L.P.        Rogersville,
                             Tennessee                202,000         202,000       978,000     1,225,000      202,000     1,023,000

Divall Midland Associates    Port
Limited                      Washington,
Partnership II               Wisconsin                234,000         234,000     1,159,000     1,483,000      425,000     1,058,000

Eclectic Housing, Ltd.       Eclectic,
                             Alabama                   74,000          74,000       414,000       499,000      108,000       391,000

Elizabeth Square             Raceland,
Associates, Ltd.             Louisiana                356,000         356,000     1,477,000     2,063,000      487,000     1,576,000

Emory Capital, L.P.          Emory, Texas              85,000          85,000       369,000       486,000      150,000       336,000

Emory Manor, L.P.            Emory, Texas             128,000         128,000       552,000       740,000      211,000       529,000

Idalou Manor, L.P.           Idalou, Texas            122,000         122,000       619,000       773,000      135,000       638,000

Jefferson Capital, L.P.      Jefferson,
                             Texas                    167,000         167,000       714,000       962,000      286,000       676,000

Jefferson Manor, L.P.        Jefferson,
                             Texas                    179,000         179,000       763,000     1,004,000      304,000       700,000

</TABLE>
                                       35

<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>

                                              ---------------------------------- ---------------------------------------------------
                                                       March 31, 1999                            As of December 31, 1998
                                              ---------------------------------- ---------------------------------------------------
                                              Total Investment    Amount of     Encumbrances of                              Net
                                              in Local Limited    Investment    Local Limited   Property and  Accumulated    Book
Partnership Name             Location         Partnerships        Paid to Date  Partnerships    Equipment     Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>             <C>          <C>           <C>          <C>           <C>
Lakeview Limited             Beaver Dam,
Partnership                  Wisconsin                264,000         264,000     1,240,000     1,585,000      325,000     1,260,000

Littlefield Manor, L.P.      Littlefield,
                             Texas                    117,000         117,000       595,000       744,000      133,000       611,000

Perry County Housing, Ltd.   Uniontown,
                             Alabama                   82,000          82,000       440,000       523,000      107,000       416,000

Pine Hill Housing, Ltd.      Pine Hill,
                             Alabama                  105,000         105,000       564,000       668,000      125,000       543,000

Rociada Partners Ltd.        Hereford,
                             Texas                    154,000         154,000       731,000       922,000      195,000       727,000

Wadley Housing, Ltd.         Wadley,
                             Alabama                   76,000          76,000       440,000       521,000      102,000       419,000

Whitewater Woods Limited     Whitewater,
Partnership                  Wisconsin                301,000         301,000     1,297,000     1,687,000      351,000     1,336,000

Willcox Investment Group,    Willcox,
an Arizona Limited           Arizona                  246,000         246,000     1,060,000     1,322,000      263,000     1,059,000
Partnership                                        ----------      ----------    ----------    ----------   ----------    ----------
                                                  $ 4,996,000     $ 4,996,000  $ 23,510,000  $ 30,319,000 $  6,940,000  $ 23,379,000
                                                   ==========      ==========    ==========    ==========   ==========    ==========
</TABLE>
                                       36



<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                              --------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 1998
                                              --------------------------------------------------------------------------------------

                                                                                      Year Investment               Estimated Useful
Partnership Name                           Rental Income       Net Income\(Loss)         Acquired     Status        Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                    <C>                         <C>       <C>                      <C>
Airport Road Associates, Limited        $    152,000           $   (39,000)                1990      Completed                27.5

Am-Kent Associates, Ltd.                     123,000               (40,000)                1991      Completed                27.5

Arizona I Limited Partnership                129,000               (65,000)                1990      Completed                  35

Ashland Investment Group, an Oregon
Limited Partnership.                         168,000                27,000                 1990      Completed                  50

Brantley Housing, Ltd.                        54,000               (12,000)                1992      Completed                  40

Brian's Village Apartments, an Oklahoma
Limited Partnership.                         102,000               (14,000)                1990      Completed                  30

Candleridge Apartments of Perry, L.P.        117,000                (9,000)                1992      Completed                27.5

Candleridge Apartments of Runnells, L.P.      88,000                (5,000)                1992      Completed                27.5

Casa Allegre Limited Partnership             172,000                20,000                 1990      Completed                  40

Castroville Village, Ltd.                    146,000                (8,000)                1991      Completed                  50

Cherokee Square, L.P.                         87,000               (19,000)                1990      Completed                  50

Divall Midland Associates Limited
Partnership II                               126,000               (31,000)                1990      Completed                27.5

Eclectic Housing, Ltd.                        41,000               (10,000)                1992      Completed                  40

Elizabeth Square Associates, Ltd.            158,000               (45,000)                1994      Completed                27.5

Emory Capital, L.P.                           52,000               (12,000)                1990      Completed                27.5

</TABLE>
                                       37
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                              --------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 1998
                                              --------------------------------------------------------------------------------------

                                                                                      Year Investment               Estimated Useful
Partnership Name                           Rental Income       Net Income\(Loss)         Acquired     Status        Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                         <C>       <C>                       <C>
Emory Manor, L.P.                              77,000               (30,000)                1990      Completed                 30

Idalou Manor, L.P.                             75,000               (15,000)                1992      Completed                 40

Jefferson Capital, L.P.                        82,000               (11,000)                1990      Completed                 50

Jefferson Manor, L.P.                          78,000               (13,000)                1990      Completed                 50

Lakeview Limited Partnership                  142,000               (21,000)                1991      Completed                 35

Littlefield Manor, L.P.                        75,000               (15,000)                1991      Completed                 40

Perry County Housing, Ltd.                     50,000                (9,000)                1992      Completed                 40

Pine Hill Housing, Ltd.                        58,000               (10,000)                1992      Completed                 40

Rociada Partners Ltd.                          85,000               (21,000)                1990      Completed                 40

Wadley Housing, Ltd.                           43,000               (13,000)                1992      Completed                 40

Whitewater Woods Limited
Partnership                                   146,000               (39,000)                1991      Completed                 35

Willcox Investment Group,
an Arizona Limited Partnership                119,000                (3,000)                1990      Completed                 50
                                            ---------             ---------
                                          $ 2,745,000           $  (462,000)
                                            =========             =========
</TABLE>
                                       38

<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>

                                              --------------------------------------------------------------------------------------
                                                                           As of December 31, 1998
                                              --------------------------------------------------------------------------------------
                                              Total Investment    Amount of     Encumbrances of                             Net
                                              in Local Limited    Investment    Local Limited  Property and  Accumulated    Book
Partnership Name             Location         Partnerships        Paid to Date  Partnerships   Equipment     Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>              <C>           <C>            <C>           <C>        <C>
Airport Road Associates,     Slidell,
Limited                      Louisiana           $  334,000       $  334,000    $  1,450,000   $  1,858,000  $  580,000 $ 1,278,000

Am-Kent Associates, Ltd.     Amite &
                             Kentwood,
                             Louisiana              232,000          232,000       1,119,000      1,585,000     424,000   1,161,000

Arizona I Limited            Showlow,
Partnership                  Arizona                320,000          320,000       1,487,000      1,968,000     412,000   1,556,000

Ashland Investment Group,    Ashland,
an Oregon Limited            Oregon                 300,000          300,000       1,390,000      1,824,000     351,000   1,473,000
Partnership

Brantley Housing, Ltd.       Brantley,
                             Alabama                108,000          108,000         575,000        699,000     139,000     560,000

Brian's Village Apartments,  Mannford,
an Oklahoma                  Oklahoma               176,000          176,000         757,000        974,000     292,000     682,000
Limited Partnership.

Candleridge Apartments of    Perry, Iowa             93,000           93,000         595,000        747,000     180,000     567,000
Perry, L.P.

Candleridge Apartments of    Runnells,
Runnells, L.P.               Iowa                    58,000           58,000         377,000        471,000     114,000     357,000

Casa Allegre Limited         Las Vegas,
Partnership                  New Mexico             318,000          318,000       1,394,000      1,835,000     374,000   1,461,000

Castroville Village, Ltd.    Castroville,
                             Texas                  165,000          165,000         954,000      1,151,000     165,000     986,000

</TABLE>
                                       39
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
                                              --------------------------------------------------------------------------------------
                                                                                  As of December 31, 1998
                                              --------------------------------------------------------------------------------------
                                              Total Investment    Amount of     Encumbrances of                             Net
                                              in Local Limited    Investment    Local Limited  Property and  Accumulated    Book
Partnership Name             Location         Partnerships        Paid to Date  Partnerships   Equipment     Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>             <C>         <C>           <C>            <C>         <C>
Cherokee Square, L.P.        Rogersville,
                             Tennessee                202,000         202,000       978,000     1,225,000      202,000     1,023,000

Divall Midland Associates    Port
Limited                      Washington,
Partnership II               Wisconsin                234,000         234,000     1,159,000     1,483,000      425,000     1,058,000

Eclectic Housing, Ltd.       Eclectic,
                             Alabama                   74,000          74,000       414,000       499,000      108,000       391,000

Elizabeth Square             Raceland,
Associates, Ltd.             Louisiana                356,000         356,000     1,477,000     2,063,000      487,000     1,576,000

Emory Capital, L.P.          Emory, Texas              85,000          85,000       369,000       486,000      150,000       336,000

Emory Manor, L.P.            Emory, Texas             128,000         128,000       552,000       740,000      211,000       529,000

Idalou Manor, L.P.           Idalou, Texas            122,000         122,000       619,000       773,000      135,000       638,000

Jefferson Capital, L.P.      Jefferson,
                             Texas                    167,000         167,000       714,000       962,000      286,000       676,000

Jefferson Manor, L.P.        Jefferson,
                             Texas                    179,000         179,000       763,000     1,004,000      304,000       700,000

</TABLE>
                                       40
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>

                                             ---------------------------------------------------------------------------------------
                                                                                     As of December 31, 1998
                                             ---------------------------------------------------------------------------------------
                                              Total Investment    Amount of     Encumbrances of                              Net
                                              in Local Limited    Investment    Local Limited   Property and  Accumulated    Book
Partnership Name             Location         Partnerships        Paid to Date  Partnerships    Equipment     Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                <C>               <C>        <C>           <C>         <C>
Lakeview Limited             Beaver Dam,
Partnership                  Wisconsin                264,000         264,000     1,240,000     1,585,000      325,000     1,260,000

Littlefield Manor, L.P.      Littlefield,
                             Texas                    117,000         117,000       595,000       744,000      133,000       611,000

Perry County Housing, Ltd.   Uniontown,
                             Alabama                   82,000          82,000       440,000       523,000      107,000       416,000

Pine Hill Housing, Ltd.      Pine Hill,
                             Alabama                  105,000         105,000       564,000       668,000      125,000       543,000

Rociada Partners Ltd.        Hereford,
                             Texas                    154,000         154,000       731,000       922,000      195,000       727,000

Wadley Housing, Ltd.         Wadley,
                             Alabama                   76,000          76,000       440,000       521,000      102,000       419,000

Whitewater Woods Limited     Whitewater,
Partnership                  Wisconsin                301,000         301,000     1,297,000     1,687,000      351,000     1,336,000

Willcox Investment Group,    Willcox,
an Arizona Limited           Arizona                  246,000         246,000     1,060,000     1,322,000      263,000     1,059,000
Partnership                                        ----------      ----------    ----------    ----------   ----------    ----------
                                                  $ 4,996,000     $ 4,996,000  $ 23,510,000  $ 30,319,000 $  6,940,000  $ 23,379,000
                                                   ==========      ==========    ==========    ==========   ==========    ==========
</TABLE>

                                       41



<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
                                              --------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 1998
                                              --------------------------------------------------------------------------------------

                                                                                      Year Investment               Estimated Useful
Partnership Name                           Rental Income       Net Income\(Loss)         Acquired     Status        Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                    <C>                         <C>       <C>                      <C>
Airport Road Associates, Limited        $    152,000           $   (39,000)                1990      Completed                27.5

Am-Kent Associates, Ltd.                     123,000               (40,000)                1991      Completed                27.5

Arizona I Limited Partnership                129,000               (65,000)                1990      Completed                  35

Ashland Investment Group, an Oregon
Limited Partnership.                         168,000                27,000                 1990      Completed                  50

Brantley Housing, Ltd.                        54,000               (12,000)                1992      Completed                  40

Brian's Village Apartments, an Oklahoma
Limited Partnership.                         102,000               (14,000)                1990      Completed                  30

Candleridge Apartments of Perry, L.P.        117,000                (9,000)                1992      Completed                27.5

Candleridge Apartments of Runnells, L.P.      88,000                (5,000)                1992      Completed                27.5

Casa Allegre Limited Partnership             172,000                20,000                 1990      Completed                  40

Castroville Village, Ltd.                    146,000                (8,000)                1991      Completed                  50

Cherokee Square, L.P.                         87,000               (19,000)                1990      Completed                  50

Divall Midland Associates Limited
Partnership II                               126,000               (31,000)                1990      Completed                27.5

Eclectic Housing, Ltd.                        41,000               (10,000)                1992      Completed                  40

Elizabeth Square Associates, Ltd.            158,000               (45,000)                1994      Completed                27.5

Emory Capital, L.P.                           52,000               (12,000)                1990      Completed                27.5

</TABLE>

                                       42
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
                                              --------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 1998
                                              --------------------------------------------------------------------------------------

                                                                                      Year Investment               Estimated Useful
Partnership Name                           Rental Income       Net Income\(Loss)         Acquired     Status        Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                         <C>       <C>                       <C>
Emory Manor, L.P.                              77,000               (30,000)                1990      Completed                 30

Idalou Manor, L.P.                             75,000               (15,000)                1992      Completed                 40

Jefferson Capital, L.P.                        82,000               (11,000)                1990      Completed                 50

Jefferson Manor, L.P.                          78,000               (13,000)                1990      Completed                 50

Lakeview Limited Partnership                  142,000               (21,000)                1991      Completed                 35

Littlefield Manor, L.P.                        75,000               (15,000)                1991      Completed                 40

Perry County Housing, Ltd.                     50,000                (9,000)                1992      Completed                 40

Pine Hill Housing, Ltd.                        58,000               (10,000)                1992      Completed                 40

Rociada Partners Ltd.                          85,000               (21,000)                1990      Completed                 40

Wadley Housing, Ltd.                           43,000               (13,000)                1992      Completed                 40

Whitewater Woods Limited
Partnership                                   146,000               (39,000)                1991      Completed                 35

Willcox Investment Group,
an Arizona Limited Partnership                119,000                (3,000)                1990      Completed                 50
                                            ---------             ---------
                                          $ 2,745,000           $  (462,000)
                                            =========             =========
</TABLE>
                                       43



<PAGE>


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

WNC HOUSING TAX CREDIT FUND II, L.P.

By:  WNC Financial Group, L.P.      General Partner of the Registrant
By:  WNC & Associates, Inc.         General Partner of WNC Financial Group, L.P.


By:  /s/ John B. Lester, Jr.
John B. Lester, Jr.,
President of WNC & Associates, Inc.

Date: August 4, 1999


By:  /s/ Michael L. Dickenson
Michael L. Dickenson,
Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: August 4, 1999


By:  /s/ Wilfred N. Cooper, Sr.
Wilfred N. Cooper, Sr., General Partner

Date: August 4, 1999

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


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

Date: August 4, 1999



By: /s/ John B. Lester, Jr.
John B. Lester, Jr., Director of WNC & Associates, Inc.

Date: August 4, 1999


By:  /s/ David N. Shafer
David N Shafer, Director of WNC & Associates, Inc.

Date: August 4, 1999



                                       44