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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

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

                    For the fiscal year ended March 31, 2007

                                       OR

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

           For the transition period from            to
                                         ------------  ------------

                         Commission file number: 0-20057


                      WNC HOUSING TAX CREDIT FUND II, L.P.
             (Exact name of registrant as specified in its charter)

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


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

                                 (714) 662-5565
                               (Telephone number)

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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)

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

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

<PAGE>
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|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):
Large accelerated filer      Accelerated filer      Non-accelerated filer   X
                       ------                 ------                     -------

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

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


                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE

                                       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 or
membership   interests  in  other  limited  partnerships  or  limited  liability
companies  ("Local  Limited   Partnerships")   which  own  multi-family  housing
complexes ("Housing Complexes") that are eligible for Federal low-income housing
tax credits ("Low Income Housing Tax Credits").

The  general  partner of the  Partnership  is WNC  Financial  Group,  L.P.  (the
"General Partner"). WNC & Associates,  Inc. ("Associates") and Wilfred N. Cooper
Sr. are the general  partners of WNC  Financial  Group,  L.P.  The  chairman and
president of  Associates  owns  substantially  all 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 ("Partnership Units") at a price of
$1,000  per  Partnership  Unit.  The  General  Partner  concluded  the  sale  of
Partnership  Units on December  31,  1992,  a total of 7,000  Partnership  Units
representing $7,000,000 had been sold. Holders of Partnership Units are referred
to herein as "Limited Partners."

The Partnership  shall continue in full force and effect until December 31, 2045
unless  terminated prior to that date pursuant to the Partnership  Agreement (as
defined below) or law.

Description of Business

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

In general,  in order to avoid recapture of Low Income Housing Tax Credits,  the
Partnership  does not  expect  that it will  dispose of its  interests  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited  Partnership of its Housing Complex prior to the end of the
applicable  Compliance  Period.  Because  of  (i)  the  nature  of  the  Housing
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing,  and (iii) the ability of government lenders to disapprove of transfer,
it is not  possible  at this time to  predict  whether  the  liquidation  of the
Partnership's assets and the disposition of the proceeds,  if any, in accordance
with the Partnership's Agreement of Limited Partnership,  dated January 19, 1990
(the "Partnership  Agreement"),  will be accomplished promptly at the end of the
Compliance Period. If a Local Limited  Partnership is unable to sell its Housing
Complex,  it is  anticipated  that the local  general  partner  ("Local  General
Partner")  will either  continue to operate  such  Housing  Complex or take such
other actions as the Local General  Partner  believes to be in the best interest
of the Local Limited Partnership.  Notwithstanding the preceding,  circumstances
beyond the  control of the General  Partner or the Local  General  Partners  may
occur during the  Compliance  Period,  which would  require the  Partnership  to
approve the disposition of a Housing Complex prior to the end thereof,  possibly
resulting in recapture of Low Income Housing Tax Credits.

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

                                       3
<PAGE>
Exit Strategy

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

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

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the General  Partner in its  discretion.  All of the Local Limited  Partnerships
have completed the 15-year  compliance  period as of March 31, 2007. As of March
31,  2007,  no Housing  Complexes  have been  selected  for  disposition.  While
liquidation of the Housing Complexes continues to be evaluated,  the dissolution
of the  Partnership  was not  imminent  as of March 31, 2007.

As of March 31, 2007, no Housing  Complexes  had been selected for  disposition.
Subsequent to year-end the  Partnership  identified  the Housing  Complex of one
Local Limited  Partnership,  Lake View, a California  limited  partnership,  for
disposition.  Lake View owns the Lake View Apartments (the "Lake View Property")
located in Beaver Dam, Wisconsin.  Consistent with the investment  objectives of
the Partnership, the Lake View Property qualified for Federal Low Income Housing
Tax Credits under the Internal Revenue Code for a 10-year period. The Low Income
Housing Tax Credit  period has  expired,  and no further Low Income  Housing Tax
Credits are being  generated  by the Lake View  Property.  The  15-year  Federal
compliance period has also expired, so there would be no credit recapture upon a
transfer of the Lake View Property.

On July  13,  2007,  the  Partnership  filed  preliminary  consent  solicitation
materials with the Securities and Exchange Commission  regarding the sale of the
Lake View  Property.  Definitive  materials  were filed with the SEC on July 23,
2007 and disseminated to the Partnership's Limited Partners on July 24, 2007.

Item 1A.  Risk Factors

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

(a)  Risks  arising from the Internal  Revenue Code rules  governing  Low Income
     Housing Tax Credits

Unless a bond is posted or a Treasury Direct Account is established,  Low Income
Housing Tax Credits may be  recaptured  if Housing  Complexes  are not owned and
operated for 15 years.  Housing Complexes must comply with Internal Revenue Code
Section 42 for the 15-year  Compliance  Period.  Low Income  Housing Tax Credits
will be  recaptured  with  interest to the extent that a Housing  Complex is not
rented  as low  income  housing  or in some  other  way  does  not  satisfy  the
requirements of Internal  Revenue Code Section 42 during the Compliance  Period.
For  example,  unless  a  bond  is  posted  or  a  Treasury  Direct  Account  is
established, recapture with interest would occur if:

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

                                       4
<PAGE>
For these purposes, disposition includes transfer by way of foreclosure.

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

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

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

     (b)  Risks related to investment in Local Limited  Partnerships and Housing
          Complexes

     Because the  Partnership has few  investments,  each investment will have a
great impact on the  Partnership's  results of  operations.  Any single  Housing
Complex  experiencing  poor  operating  performance,   impairment  of  value  or
recapture of Low Income Housing Tax Credits will have a significant  impact upon
the Partnership as a whole.

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

     The Partnership  does not control the Local Limited  Partnerships  and must
rely on the Local General  Partners.  The Local  General  Partners will make all
management  decisions  for  the  Local  Limited  Partnerships  and  the  Housing
Complexes. The Partnership has very limited rights with respect to management of
the Local Limited Partnerships. The Partnership will not be able to exercise any
control  with  respect  to Local  Limited  Partnership  business  decisions  and
operations.  Consequently,  the  success of the  Partnership  will depend on the
abilities of the Local General Partners.

                                       5
<PAGE>
     Housing  Complexes  subsidized by other government  programs are subject to
additional  rules  which  may make it  difficult  to  operate  and sell  Housing
Complexes.  Some  or  all of  the  Housing  Complexes  receive  or  may  receive
government  financing or operating  subsidies in addition to Low Income  Housing
Tax Credits. The following are risks associated with such subsidy programs:

     o    Obtaining tenants for the Housing  Complexes.  Government  regulations
          limit the  types of  people  who can rent  subsidized  housing.  These
          regulations may make it more difficult to rent the  residential  units
          in the Housing Complexes.
     o    Obtaining  rent  increases.  In many cases rents can only be increased
          with the prior approval of the subsidizing agency.
     o    Limitations  on cash  distributions.  The  amount  of cash that may be
          distributed to owners of subsidized Housing Complexes is less than the
          amount  that could be earned by the owners of  non-subsidized  Housing
          Complexes.
     o    Limitations on sale or refinancing of the Housing  Complexes.  A Local
          Limited  Partnership  may be unable to sell its Housing  Complex or to
          refinance  its  mortgage  loan  without  the  prior  approval  of  the
          subsidizer.   The   subsidizer  may  withhold  such  approval  in  the
          discretion of the  subsidizer.  Approval may be subject to conditions,
          including  the condition  that the purchaser  continues to operate the
          property as affordable  housing for terms which could be as long as 30
          years or more. In addition, any prepayment of a mortgage may result in
          the assessment of a prepayment penalty.
     o    Limitations  on transfers of interests in Local Limited  Partnerships.
          The  Partnership may be unable to sell its interest in a Local Limited
          Partnership  without  the  prior  approval  of  the  subsidizer.   The
          subsidizer  may  withhold  such  approval  in  the  discretion  of the
          subsidizer. Approval may be subject to conditions.
     o    Limitations  on removal and admission of Local General  Partners.  The
          Partnership  may be unable to remove a Local  General  Partner  from a
          Local Limited  Partnership  except for cause, such as the violation of
          the rules of the subsidizer. Regulations may prohibit the removal of a
          Local General  Partner or permit  removal only with the prior approval
          of the  subsidizer.  Regulations  may  also  require  approval  of the
          admission of a successor  Local General Partner even upon the death or
          other disability of a Local General Partner.
     o    Limitations  on subsidy  payments.  Subsidy  payments  may be fixed in
          amount and subject to annual  legislative  appropriations.  The rental
          revenues  of  a  Housing  Complex,  when  combined  with  the  maximum
          committed subsidy,  may be insufficient to meet obligations.  Congress
          or the state legislature,  as the case may be, may fail to appropriate
          or increase  the  necessary  subsidy.  In those  events,  the mortgage
          lender  could  foreclose  on the  Housing  Complex  unless  a  workout
          arrangement could be negotiated.
     o    Possible changes in applicable regulations. Legislation may be enacted
          which adversely revises provisions of outstanding mortgage loans. Such
          legislation has been enacted in the past.
     o    Limited Partners may not receive  distributions  if Housing  Complexes
          are sold. There is no assurance that Limited Partners will receive any
          cash  distributions from the sale or refinancing of a Housing Complex.
          The price at which a Housing Complex is sold may not be high enough to
          pay the mortgage and other  expenses  which must be paid at such time.
          If that happens,  a Limited  Partner's return may be derived only from
          the Low Income Housing Tax Credits and tax losses.

     Uninsured  casualties  could  result in  losses  and  recapture.  There are
casualties  which are either  uninsurable or not economically  insurable.  These
include earthquakes,  floods, wars and losses relating to hazardous materials or
environmental  matters.  If a Housing Complex experienced an uninsured casualty,
the Partnership could lose both its invested capital and anticipated  profits in
such  property.  Even if the casualty  were an insured  loss,  the Local Limited
Partnership  might be unable to rebuild  the  destroyed  property.  A portion of
prior Low Income  Housing Tax Credits could be recaptured  and future Low Income
Housing  Tax  Credits  could be lost if the Housing  Complex  were not  restored
within a reasonable  period of time. And liability  judgments  against the Local
Limited  Partnership  could  exceed  available  insurance  proceeds or otherwise
materially  and  adversely  affect the Local  Limited  Partnership.  The cost of
liability  and  casualty  insurance  has  increased  in recent  years.  Casualty
insurance has become more  difficult to obtain and may require large  deductible
amounts.
                                       6
<PAGE>
     Housing Complexes without financing or operating subsidies may be unable to
pay  operating  expenses.  If a Local  Limited  Partnership  were  unable to pay
operating expenses, one result could be a forced sale of its Housing Complex. If
a forced sale occurs during the first 15 years of a Housing  Complex,  a partial
recapture of Low Income Housing Tax Credits could occur. In this regard, some of
the Local Limited Partnerships may own Housing Complexes which have no subsidies
other than Low Income Housing Tax Credits.  Those Housing  Complexes do not have
the benefit of below-market-interest-rate financing or operating subsidies which
often are  important to the  feasibility  of low income  housing.  Those Housing
Complexes  rely  solely  on rents to pay  expenses.  However,  in order  for any
Housing  Complex to be  eligible  for Low Income  Housing Tax  Credits,  it must
restrict the rent which may be charged to tenants.  Over time, the expenses of a
Housing Complex will increase.  If a Local Limited  Partnership  cannot increase
its rents, it may be unable to pay increased operating expenses.

     The Partnership's  investment  protection policies will be worthless if the
net worth of the Local  General  Partners  is not  sufficient  to satisfy  their
obligations.  There is a risk that the Local General  Partners will be unable to
perform their financial obligations to the Partnership.  The General Partner has
not established a minimum net worth  requirement for the Local General Partners.
Rather,  each Local General  Partner  demonstrates a net worth which the General
Partner believes is appropriate under the circumstances. The assets of the Local
General  Partners are likely to consist  primarily  of real estate  holdings and
similar  assets.  The fair market value of these types of assets is difficult to
estimate.  These  types of assets  cannot be readily  liquidated  to satisfy the
financial  guarantees and commitments  which the Local General  Partners make to
the Partnership.  Moreover,  other creditors may have claims on these assets. No
escrow  accounts or other  security  arrangements  will be established to ensure
performance  of a Local  General  Partner's  obligations.  The cost to enforce a
Local General Partner's obligations may be high. If a Local General Partner does
not satisfy its obligations  the  Partnership may have no remedy,  or the remedy
may be limited to removing the Local General  Partner as general  partner of the
Local Limited Partnership.

     Fluctuating  economic  conditions can reduce the value of real estate.  Any
investment  in real  estate  is  subject  to  risks  from  fluctuating  economic
conditions.  These  conditions  can  adversely  affect the  ability to realize a
profit or even to recover invested capital. Among these conditions are:

     o    the general and local job market,
     o    the availability and cost of mortgage financing,
     o    monetary inflation,
     o    tax, environmental, land use and zoning policies,
     o    the supply of and demand for similar properties,
     o    neighborhood conditions,
     o    the availability and cost of utilities and water.

(c)      Tax risks other than those relating to tax credits

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

          No  opinion of counsel  as to  certain  matters.  No legal  opinion is
          obtained regarding matters:

     o    the determination of which depends on future factual circumstances,
     o    which are peculiar to individual Limited Partners, or
     o    which are not customarily the subject of an opinion.

The more significant of these matters include:

     o    allocating purchase price among components of a property, particularly
          as between  buildings and fixtures,  the cost of which is depreciable,
          and the underlying land, the cost of which is not depreciable,
     o    characterizing  expenses and payments made to or by the Partnership or
          a Local Limited Partnership,
     o    identifying  the  portion of the costs of any  Housing  Complex  which
          qualify for historic and other tax credits,
     o    applying to any specific  Limited Partner the limitation on the use of
          tax  credits and tax  losses.  Limited  Partners  must  determine  for
          themselves  the  extent  to  which  they can use tax  credits  and tax
          losses, and
     o    the application of the alternative minimum tax to any specific Limited
          Partner,  or the  calculation  of the  alternative  minimum tax by any
          Limited  Partner.  The  alternative  minimum tax could  reduce the tax
          benefits from an investment in the Partnership.

                                       7
<PAGE>
There can be no assurance,  therefore,  that the IRS will not challenge  some of
the tax positions  adopted by the  Partnership.  The courts could sustain an IRS
challenge. An IRS challenge,  if successful,  could have a detrimental effect on
the Partnership's ability to realize its investment objectives.

     Passive activity rules will limit deduction of the Partnership's losses and
impose tax on interest  income.  The Internal Revenue Code imposes limits on the
ability of most investors to claim losses from  investments  in real estate.  An
individual may claim these so-called  passive losses only as an offset to income
from  investments  in real estate or rental  activities.  An individual  may not
claim  passive  losses as an  offset  against  other  types of  income,  such as
salaries,  wages,  dividends and interest.  These  passive  activity  rules will
restrict the ability of most Limited Partners to use losses from the Partnership
as an offset of non-passive income.

     The  Partnership  may earn interest  income on its reserves and loans.  The
passive activity rules generally will categorize  interest as portfolio  income,
and not passive income.  Passive losses cannot be used as an offset to portfolio
income.  Consequently,  a Limited  Partner  could pay tax liability on portfolio
income from the Partnership.

     At risk rules might  limit  deduction  of the  Partnership's  losses.  If a
significant portion of the financing used to purchase Housing Complexes does not
consist of  qualified  nonrecourse  financing,  the "at risk" rules will limit a
Limited Partner's ability to claim Partnership  losses to the amount the Limited
Partner invests in the Partnership.  The "at risk" rules of the Internal Revenue
Code generally limit a Limited Partner's ability to deduct Partnership losses to
the sum of:

     o    the amount of cash the Limited Partner invests in the Partnership, and
     o    the  Limited  Partner's  share of  Partnership  qualified  nonrecourse
          financing.

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

     Tax  liability  on sale of  Housing  Complex or Local  Limited  Partnership
Interest  may  exceed the cash  available  from the sale.  When a Local  Limited
Partnership  sells a Housing  Complex it will recognize gain. Such gain is equal
to the difference between:

     o    the sales  proceeds  plus the  amount of  indebtedness  secured by the
          Housing Complex, and
     o    the adjusted basis for the Housing  Complex.  The adjusted basis for a
          Housing Complex is its original cost, plus capital expenditures, minus
          depreciation.

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

     o    the  sales  proceeds  plus the  Partnership's  share of the  amount of
          indebtedness secured by the Housing Complex, and
     o    the  adjusted  basis  for the  interest.  The  adjusted  basis  for an
          interest  in a Local  Limited  Partnership  is the amount paid for the
          interest,  plus income allocations and cash  distributions,  less loss
          allocations.
                                       8
<PAGE>
Accordingly,  gain will be increased by the depreciation deductions taken during
the holding period for the Housing  Complex.  In some cases,  a Limited  Partner
could have a tax liability from a sale greater than the cash  distributed to the
Limited Partner from the sale.

     Alternative  minimum tax  liability  could reduce a Limited  Partner's  tax
benefits. If a Limited Partner pays alternative minimum tax, the Limited Partner
could suffer a reduction in benefits from an investment in the Partnership.  The
application of the alternative  minimum tax is personal to each Limited Partner.
Tax credits may not be utilized to reduce alternative minimum tax liability.

     IRS  could  audit  the  returns  of  the  Partnership,  the  Local  Limited
Partnerships  or the Limited  Partners.  The IRS can audit the  Partnership or a
Local Limited  Partnership  at the entity level with regard to issues  affecting
the  entity.  The IRS does not have to audit  each  Limited  Partner in order to
challenge a position taken by the  Partnership  or a Local Limited  Partnership.
Similarly,  only  one  judicial  proceeding  can  be  filed  to  contest  an IRS
determination.  A contest  by the  Partnership  of any IRS  determination  might
result in high legal fees.

     An audit of the  Partnership  or a Local  Limited  Partnership  also  could
result in an audit of a Limited  Partner.  An audit of a Limited  Partner's  tax
returns  could  result in  adjustments  both to items  that are  related  to the
Partnership and to unrelated  items.  The Limited Partner could then be required
to file amended tax returns and pay additional tax plus interest and penalties.

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

     o    between the Limited Partners and the General Partner,
     o    among the Limited Partners, or
     o    between the Partnership and a Local General Partner.

If any allocations were successfully  challenged,  a greater share of the income
or gain or a lesser share of the losses or tax credits might be allocated to the
Limited  Partners.  This  would  increase  the tax  liability  or reduce the tax
benefits to the Limited Partners.
                                       9
<PAGE>
     Tax  liabilities  could  arise in later years of the  Partnership.  After a
period  of  years  following  commencement  of  operations  by a  Local  Limited
Partnership,  the Local Limited  Partnership  may generate  profits  rather than
losses.  A Limited Partner would have tax liability on his share of such profits
unless he could offset the income with:

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

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

     IRS challenge to tax treatment of expenditures could reduce losses. The IRS
may  contend  that  fees and  payments  of the  Partnership  or a Local  Limited
Partnership:

     o    should be deductible over a longer period of time or in a later year,
     o    are excessive and may not be capitalized or deducted in full,
     o    should be capitalized and not deducted, or
     o    may not be included as part of the basis for computing tax credits.

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

     o    the  eligible  basis of a Housing  Complex  used to compute Low Income
          Housing Tax Credits,
     o    the adjusted basis of a Housing Complex used to compute depreciation,
     o    the correct deduction of fees,
     o    the  amortization of organization  and offering  expenses and start-up
          expenditures.

If the IRS were successful in any such  contention,  the anticipated tax credits
and losses of the Partnership would be reduced, perhaps substantially.

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

     New administrative or judicial  interpretations of the law might reduce the
value of tax  credits.  Many of the  provisions  of the  Internal  Revenue  Code
related  to low  income  housing  and  real  estate  investments  have  not been
interpreted by the IRS in regulations,  rulings or public  announcements,  or by
the courts.  In the future,  these provisions may be interpreted or clarified by
the IRS or the  courts  in a manner  adverse  to the  Partnership  or the  Local
Limited Partnerships.  The IRS constantly reviews the Federal tax rules, and can
revise its  interpretations  of established  concepts.  Any such revisions could
reduce  or  eliminate  tax  benefits   associated  with  an  investment  in  the
Partnership.

     State income tax laws may adversely affect the Limited Partners.  A Limited
Partner  may be  required  to file  income tax returns and be subject to tax and
withholding  in each  state or local  taxing  jurisdiction  in which:  a Housing
Complex is located,  the Partnership or a Local Limited  Partnership  engages in
business  activities,  or the Limited Partner is a resident.  Corporate  Limited
Partners may be required to pay state franchise taxes.

     The tax treatment of particular  items under state or local income tax laws
may vary  materially  from the  Federal  income  tax  treatment  of such  items.
Nonetheless,  many of the Federal income tax risks associated with an investment
in the  Partnership  may also apply  under  state or local  income tax law.  The
Partnership may be required to withhold state taxes from distributions or income
allocations to Limited Partners in some instances.

                                       10
<PAGE>
(d)      Risks related to the Partnership and the Partnership Agreement

     The  Partnership may be unable to timely provide  financial  reports to the
Limited   Partners  which  would  adversely  affect  their  ability  to  monitor
Partnership  operations.  Each  Local  General  Partner  is  required  to retain
independent  public  accountants  and to  report  financial  information  to the
Partnership  in a timely  manner.  There cannot be any assurance  that the Local
General Partners will satisfy these  obligations.  If not, the Partnership would
be unable to provide to the Limited  Partners in a timely  manner its  financial
statements and other reports. That would impact the Limited Partners' ability to
monitor  Partnership  operations.  The Partnership's  failure to meet its filing
requirements  under  the  Securities  Exchange  Act of  1934  could  reduce  the
liquidity  for  the  Partnership  Units  due to  the  unavailability  of  public
information concerning the Partnership. The failure to file could also result in
sanctions imposed by the SEC. Any defense mounted by the Partnership in the face
of such sanctions  could entail legal and other fees,  which would diminish cash
reserves.

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

     The Limited Partners will not control the Partnership and must rely totally
on the General Partner.  The General Partner will make all management  decisions
for the Partnership.  Management  decisions include exercising powers granted to
the Partnership by a Local Limited  Partnership.  Limited Partners have no right
or power to take part in Partnership management.

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

     o    remove the General Partner and elect a replacement general partner,
     o    amend the Partnership Agreement,
     o    terminate the Partnership.

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

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

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

     Payment of fees to the General  Partner  and its  affiliates  reduces  cash
available for investment in Local Limited Partnerships.  The General Partner and
it affiliates perform many services for the Partnership.  They are paid fees for
these services,  which reduce the amount of the cash available for investment in
Local  Limited  Partnerships.  Accordingly,  an investor  investing  directly in
Housing  Complexes would have a greater amount  available for investment than an
investor investing in low income housing through the Partnership.

     Associates and its  affiliates are serving as the general  partners of many
other  partnerships.  Depending on their corporate area of  responsibility,  the
officers of Associates initially devote approximately 5% to 50% of their time to
the Partnership.  These individuals spend significantly less time devoted to the
Partnership after the investment of the  Partnership's  capital in Local Limited
Partnerships.
                                       11
<PAGE>
     The  interests of Limited  Partners may conflict  with the interests of the
General Partner and its  affiliates.  The General Partner and its affiliates are
committed to the  management  of more than 100 other limited  partnerships  that
have investments  similar to those of the  Partnership.  The General Partner and
its affiliates receive substantial compensation from the Partnership.

     Anticipated  future and existing cash resources of the  Partnership are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current  payment of the existing  contractual  obligations and or suspend
services for this or any other reason.

Item 1B.  Unresolved Staff Comments

Not Applicable

Item 2.  Properties

Through its investments in Local Limited  Partnerships,  the  Partnership  holds
indirect  ownership  interests in the Housing  Complexes.  The  following  table
reflects the status of the twenty-seven Housing Complexes as of the dates or for
the periods indicated:
                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                  -------------------------------  -------------------------------------------------
                                                       As of March 31, 2007                     As of December 31, 2006
                                                  -------------------------------  -------------------------------------------------
                                                       Partnership's
                                                           Total                                      Estimated
                                                         Investment                                   Aggregate           Mortgage
                                      General             in Local    Amount of                       Low Income         Balances of
Local Limited                         Partner             Limited    Investment   Number of            Housing         Local Limited
Partnership Name   Location           Name             Partnership  Paid to Date    Units   Occupancy Tax Credits (1)    Partnership
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                  <C>                 <C>          <C>         <C>     <C>        <C>             <C>
Airport Road       Slidell, Louisiana Clifford E. Olsen,   $ 334,000   $ 334,000     40        98%    $ 695,000          $ 1,418,000
Associates,        Securities         Olsen
Limited            Corporation

Am-Kent            Amite & Kentwood,  Olsen Securities       232,000     232,000     32        94%      585,000            1,091,000
Associates, Ltd.   Louisiana          Corporation

Arizona I Limited  Showlow, Arizona   Western States Housing 320,000     320,000     42        93%      617,000            1,452,000
Partnership                           Corporation and Joe W.
                                      Roberts Company

Ashland Investment Ashland, Oregon    Ronald D. Bettencourt  300,000     300,000     40        98%      666,000            1,349,000
Group, an
Oregon Limited
Partnership

Brantley Housing,  Brantley, Alabama  Thomas H. Cooksey and  108,000     108,000     19        89%      287,000              559,000
Ltd.                                  Apartment Developers,
                                      Inc.

Brian's Village    Mannford, Oklahoma Robert W. Green and    176,000     176,000     28        93%      374,000              738,000
Apartments, an                        Emerald Development
Oklahoma Limited                      Co., Inc.
Partnership

Candleridge        Perry, Iowa        Eric A Sheldahl         93,000      93,000     23        87%      224,000              570,000
Apartments of
Perry, L.P.

Candleridge        Runnells, Iowa     Eric A. Sheldahl        58,000      58,000     15       100%      141,000              349,000
Apartments of
Runnells, L.P.
</TABLE>
                                       13
<PAGE>
<TABLE>
<CAPTION>
                                                  -------------------------------  -------------------------------------------------
                                                       As of March 31, 2007                        As of December 31, 2006
                                                  -------------------------------  -------------------------------------------------
                                                       Partnership
                                                           Total                                       Estimated
                                                         Investment                                    Aggregate           Mortgage
                                      General             in Local    Amount of                       Low Income         Balances of
Local Limited                         Partner             Limited    Investment   Number of            Housing         Local Limited
Partnership Name   Location           Name             Partnership  Paid to Date    Units   Occupancy Tax Credits (1)    Partnership
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>                      <C>        <C>          <C>      <C>        <C>              <C>
Casa Allegre        Las Vegas,       Western States          318,000   318,000        42       95%       635,000           1,304,000
Limited             New Mexico       Housing Corporation,
Partnership                          ABO Corporation
                                     and Alan D. Nofsker

Castroville,        Castroville,     Doublekaye Corp         165,000   165,000        40       98%       426,000             899,000
Village Ltd.        Texas            and Gary L. Kersch

Cherokee Square,    Rogersville,     Douglas B. Parker       202,000   202,000        31       94%       418,000             951,000
L.P.                Tennessee        and Billy D. Cobb

Divall Midland      Port Washington, Gary J. DiVall          234,000   234,000        32       94%       489,000           1,126,000
AssociatesLimited   Wisconsin
Partnership II

Eclectic Housing,   Eclectic,        Thomas H. Cooksey        74,000    74,000        15      100%       216,000             387,000
Ltd.                Alabama          and  Apartment
                                     Developers, Inc.

Elizabeth Square    Raceland,        Olsen Securities Corp.  356,000   356,000        48       98%       748,000           1,420,000
Associates, Ltd.    Louisiana

Emory Capital, L.P. Emory, Texas     1600 Capital Company,    85,000    85,000        16      100%       175,000             360,000
                                     Inc.

Emory Manor, L.P.   Emory, Texas     1600 Capital Company,   128,000   128,000        24       96%       206,000             539,000
                                     Inc.

Idalou Manor, L.P.  Idalou, Texas    1600 Capital Company,   122,000   122,000        24       96%       290,000             604,000
                                     Inc.

Jefferson Capital,  Jefferson,       1600 Capital Company,   167,000   167,000        30       97%       269,000             697,000
L.P.                Texas            Inc.
</TABLE>
                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                  ------------------------------  --------------------------------------------------
                                                       As of March 31, 2007                      As of December 31, 2006
                                                  ------------------------------  --------------------------------------------------
                                                       Partnership's
                                                           Total                                        Estimated
                                                         Investment                                     Aggregate          Mortgage
                                      General             in Local    Amount of                         Low Income       Balances of
Local Limited                         Partner             Limited    Investment   Number of              Housing       Local Limited
Partnership Name   Location           Name             Partnership  Paid to Date    Units   Occupancy Tax Credits (1)   Partnership
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>           <C>                      <C>          <C>           <C>     <C>         <C>              <C>
Jefferson Manor,   Jefferson,     1600 Capital Company,    179,000      179,000       32       94%           362,000         745,000
L.P.                              Inc.

Lake View Limited  Beaver Dam,    Thomas G. Larson,        264,000      264,000       40       95%           528,000       1,209,000
 Partnership (2)   Wisconsin      William H. Larson,
                                  and Raymond L.
                                  Tetzlaff

Littlefield Manor, Littlefield,   1600 Capital Company,    118,000      118,000       24      100%           280,000         580,000
L.P.               Texas          Inc.

Perry County       Uniontown,     Thomas H. Cooksey and     82,000       82,000       15       80%           215,000         427,000
Housing, Ltd.      Alabama        A Apartment Developers,
                                  Inc.

Pine Hill          Pine Hill,     Thomas H. Cooksey and    105,000      105,000       19       89%           267,000         538,000
Housing, Ltd.      Alabama        Apartment Developers,
                                  Inc.

Rociada Partners   Hereford,      Richard Lee (Rick) Brown 154,000      154,000       28       96%           316,000         710,000
Ltd.               Texas

Wadley Housing,    Wadley,        Thomas H. Cooksey and     76,000       76,000       15       73%           213,000         428,000
Ltd.               Alabama        Apartment Developers,
                                  Inc.

Whitewater Woods   Whitewater,    Thomas G. Larson,        301,000      301,000       40       95%           603,000       1,264,000
Limited            Wisconsin      William H. Larson,
Partnership                       and Raymond L.
                                  Tetzlaff

Willcox Investment  Willcox,      John P. Casper           245,000      245,000       30       87%           490,000       1,031,000
Group, an Arizona   Arizona                            -----------  -----------     ----      ----        ----------     -----------
Limited Partnership                                    $ 4,996,000  $ 4,996,000      784       94%       $10,735,000     $22,745,000
                                                       =========== ============     ====      ====        ==========     ===========
</TABLE>

(1) Represents  aggregate total anticipated Low Income Housing Tax Credits to be
received  over the 10 year credit  period if the Housing  Complexes are retained
and rented in compliance  with credit rules for the 15-year  Compliance  Period.
All of the  anticipated  Low Income  Housing Tax Credits have been received from
the Local Limited Partnerships. Accordingly, the Partnership does not anticipate
Low Income  Housing Tax Credits being  allocated to the Limited  Partners in the
future.

(2) Identified on July 13, 2007 for disposition.

                                       15
<PAGE>
<TABLE>
<CAPTION>
                                           -----------------------------------------------------------------------------------------
                                                                          For the year ended December 31, 2006
                                           --------------------------------------------------------    -----------------------------
                                                                                                      Low Income Housing Tax Credits
      Local Limited Partnership Name              Rental Income             Net Income/(Loss)           Allocated to Partnership
---------------------------------------------------------------------------------------------------    -----------------------------
<S>                                               <C>                           <C>                               <C>
Airport Road Associates, Limited                              $201,000                   $(96,000)                               99%

Am-Kent Associates, Ltd.                                       174,000                    (31,000)                               99%

Arizona I Limited Partnership                                  213,000                    (32,000)                               99%

Ashland Investment Group, an Oregon
Limited Partnership                                            204,000                    (38,000)                               99%

Brantley Housing, Ltd.                                          73,000                    (10,000)                               99%

Brian's Village Apartments, an Oklahoma
Limited Partnership                                            128,000                      6,000                                99%

Candleridge Apartments of Perry, L.P.                          128,000                     (4,000)                               99%

Candleridge Apartments of Runnells, L.P.                       103,000                     20,000                                99%

Casa Allegre Limited Partnership                               202,000                    (17,000)                               99%

Castroville Village, Ltd.                                      200,000                          -                                99%

Cherokee Square, L.P.                                          110,000                    (17,000)                               99%

Divall Midland Associates Limited
Partnership II                                                 157,000                    (19,000)                               99%

Eclectic Housing, Ltd.                                          64,000                      3,000                                99%

Elizabeth Square Associates, Ltd.                              196,000                   (101,000)                               99%

Emory Capital, L.P.                                             64,000                     (2,000)                               99%

Emory Manor, L.P.                                               92,000                     (1,000)                               99%

Idalou Manor, L.P.                                              95,000                    (10,000)                               99%

Jefferson Capital, L.P.                                        108,000                     (2,000)                               99%

Jefferson Manor, L.P.                                          108,000                     (7,000)                               99%

Lake View Limited Partnership (2)                              165,000                    (35,000)                               99%

Littlefield Manor, L.P.                                         94,000                    (20,000)                               99%
</TABLE>
                                       16
<PAGE>
<TABLE>
<CAPTION>
                                         -------------------------------------------------------------------------------------------
                                                                          For the year ended December 31, 2006
                                         --------------------------------------------------------    -------------------------------
                                                                                                      Low Income Housing Tax Credits
      Local Limited Partnership Name              Rental Income             Net Income/(Loss)            Allocated to Partnership
---------------------------------------------------------------------------------------------------  -------------------------------
<S>                                      <C>                           <C>                                         <C>
Perry County Housing, Ltd.                            67,000                                (4,000)                              99%

Pine Hill Housing, Ltd.                               86,000                               (12,000)                              99%

Rociada Partners Ltd.                                159,000                                (9,000)                              99%

Wadley Housing, Ltd.                                  63,000                                 1,000                               99%

Whitewater Woods Limited Partnership                 181,000                               (30,000)                              99%

Willcox Investment Group, an Arizona
Limited Partnership                                  158,000                               (43,000)                              99%
                                         -------------------                     ------------------
                                                  $3,593,000                             $(510,000)
                                         ===================                     ==================
</TABLE>
(2) Identified on July 13, 2007 for disposition.
                                       17
<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,  Related Stockholder Matters and
        Issuer Purchases of Equity Securities

Item 5a.

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

(b)  At March 31,  2007,  there were 540 Limited  Partners  and 10  assignees of
     Partnership Units who were not admitted as 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.  Any such distributions would be
     made in accordance with the terms of the Partnership Agreement.

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

(e)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2007.

Item 5b. Use of Proceeds

NOT APPLICABLE

Item 5c.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

NONE
                                       18
<PAGE>
Item 6.  Selected Financial Data

Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>
                                                               March 31,
                              ------------------------------------------------------------------------------------------------------
                                       2007                  2006                  2005                 2004                 2003
                                 ------------------    -----------------     -----------------    ------------------    ------------
<S>                           <C>                   <C>                  <C>                   <C>                   <C>
ASSETS
Cash and cash equivalents      $            75,484   $           83,339    $           83,245   $           101,711   $     113,943
Investments in Local Limited
   Partnerships, net                             -                    -                     -                     -         308,868
                                 ------------------    -----------------     -----------------    ------------------    ------------
                               $            75,484   $           83,339    $           83,245   $           101,711   $     422,811
                                 ==================    =================     =================    ==================    ============
LIABILITIES
Accrued fees and expenses
   due to General Partner
   and affiliates              $         2,221,528   $        2,058,634    $        1,900,629   $         1,758,534   $   1,613,741
Accounts payable                             1,575                    -                     -                     -               -
                                 ------------------    -----------------     -----------------    ------------------    ------------
  Total liabilities                      2,223,103            2,058,634             1,900,629             1,758,534       1,613,741
                                 ------------------    -----------------     -----------------    ------------------    ------------
PARTNERS' DEFICIT                       (2,147,619)          (1,975,295)           (1,817,384)           (1,656,823)     (1,190,930)
                                 ------------------    -----------------     -----------------    ------------------    ------------
                               $            75,484   $           83,339    $           83,245   $           101,711   $     422,811
                                 ==================    =================     =================    ==================    ============
</TABLE>
Selected  results of  operations,  cash  flows,  and other  information  for the
Partnership are as follows:
<TABLE>
<CAPTION>
                                                                    For the Years Ended
                                                                         March 31,
                                     -----------------------------------------------------------------------------------
                                         2007              2006            2005              2004              2003
                                     --------------   ---------------   ------------     -------------     -------------
<S>                               <C>              <C>               <C>              <C>               <C>
Loss from operations (Note 1)      $     (172,324)  $      (157,911)  $   (160,561)    $    (426,672)    $      (167,722)
Equity in loss from Local
   Limited Partnerships                         -                 -              -           (39,221)            (95,444)
                                     --------------   ---------------   ------------     -------------     -------------
Net loss                           $     (172,324)  $      (157,911)  $   (160,561)    $    (465,893)    $      (263,166)
                                     ==============   ===============   ============     =============     =============
Net loss allocated to:
   General Partner                 $       (1,724)  $        (1,579)  $     (1,605)    $      (4,659)    $        (2,632)
                                     ==============   ===============   ============     =============     =============
   Limited Partners                $     (170,600)  $      (156,332)  $   (158,956)    $    (461,234)    $      (260,534)
                                     ==============   ===============   ============     =============     =============
Net loss per Partnership Unit      $       (24.38)  $        (22.33)  $     (22.71)    $      (65.89)    $        (37.22)
                                     ==============   ===============   ============     =============     ==============
  Outstanding weighted
   Partnership Units                        7,000             7,000          7,000             7,000               7,000
                                     ==============   ===============   ============     =============     =============
</TABLE>
Note 1 - Loss from  operations  for the year  ended  March 31,  2004  includes a
charge for impairment  losses on investments  in Local Limited  Partnerships  of
$256,646.

                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                                  For the Years Ended
                                                                       March 31,
                                  -------------------------------------------------------------------------------------
                                      2007              2006             2005              2004              2003
                                  --------------    --------------   --------------    --------------    --------------
<S>                            <C>                <C>               <C>             <C>              <C>
Net cash provided by (used
   in):
   Operating activities         $       (7,855)    $          94    $    (18,466)    $     (13,650)    $     (15,961)
   Investing activities                      -                 -               -             1,418             2,350
                                  --------------    --------------   --------------    --------------    --------------
Net change in cash and cash
  equivalents                           (7,855)               94         (18,466)          (12,232)          (13,611)

Cash and cash equivalents,
  beginning of period                   83,339            83,245         101,711           113,943           127,554
                                  --------------    --------------   --------------    --------------    --------------
Cash and cash equivalents,
  end of period                 $       75,484     $      83,339    $     83,245     $     101,711     $     113,943
                                  ==============    ==============   ==============    ==============    ==============
</TABLE>
Low Income  Housing  Tax Credits  per  Partnership  Unit were as follows for the
years ended December 31:
<TABLE>
<CAPTION>
                                       2006             2005               2004                   2003                    2002
                                  ---------------  ---------------    ----------------     -------------------      ----------------
<S>                            <C>              <C>                <C>                  <C>                      <C>
Federal                         $              - $              1   $               6    $                 10     $               21
State                                          -                -                   -                       -                      -
                                  ---------------  ---------------    ----------------     -------------------      ----------------
Total                           $              - $              1   $               6    $                 10     $               21
                                  ===============  ===============    ================     ===================      ================

</TABLE>
Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operation

Forward Looking Statements

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

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

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

Critical Accounting Policies and Certain Risks and Uncertainties

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

                                       20
<PAGE>
Use of Estimates

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

Method of Accounting for Investments in Local Limited Partnerships

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

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

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

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

 Income Taxes

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

                                       21
<PAGE>
Certain Risks and Uncertainties

See item 1A for discussion of risks regarding the Partnership.

All of the Low Income Housing Credits  anticipated to be realized from the Local
Limited  Partnerships  have been realized.  The Partnership  does not anticipate
being allocated a significant  amount of Low Income Housing Tax Credits from the
Local Limited  Partnerships in the future.  Until the Local Limited Partnerships
have completed the 15 year Low Income Housing Tax Credit compliance period risks
exist for potential recapture of prior Low Income Housing Tax Credits.

To date, certain Local Limited Partnerships have incurred significant  operating
losses and have working capital  deficiencies.  In the event these Local Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  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
lost,  and the loss and recapture of the related Low Income  Housing Tax Credits
could occur.

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current  payment of the existing  contractual  obligations and or suspend
services for this or any other reason.

Financial Condition

The  Partnership's  assets at March 31, 2007  consisted  primarily of $75,000 in
cash. Liabilities at March 31, 2007 primarily consisted of $2,183,000 of accrued
annual  management fees due to the General Partner and $38,000 advance payables.
(See "Future Contractual Cash Obligations" below.)

Results of Operations

Year  Ended  March  31,  2007  Compared  to  Year  Ended  March  31,  2006.  The
Partnership's  net  loss for the  year  ended  March  31,  2007 was  $(172,000),
reflecting an increase of $(14,000) from the net loss  experienced  for the year
ended  March  31,  2006 of  $(158,000).  The  increase  in net loss is due to an
increase  of  $(8,000)  in  accounting  expenses,  a  decrease  of  $(7,000)  in
distribution  income,  along  with a  decrease  of  $1,000  in  other  operating
expenses.

Year  Ended  March  31,  2006  Compared  to  Year  Ended  March  31,  2005.  The
Partnership's  net  loss for the  year  ended  March  31,  2006 was  $(158,000),
reflecting a decrease of $3,000 from the net loss experienced for the year ended
March 31,  2005 of  $(161,000).  The  decrease  in net loss is due to the $3,000
decrease in other expenses,  the $4,000 increase in reporting fee income, $1,000
increase in  distribution  income offset by the $(5,000)  increase in accounting
fees.

Liquidity and Capital Resources

Year Ended March 31, 2007  Compared to Year Ended March 31, 2006.  Net cash used
for the year ended March 31,  2007 was  $(8,000)  compared to net cash  provided
during the year ended March 31,  2006 of $100.  The  increase  of  approximately
$(8,000) in cash used was due primarily to an increase in change in accrued fees
and expenses due to the General Partner and affiliates of  approximately  $5,000
along with a $2,000 increase in accounts payable.

Year Ended  March 31,  2006  Compared  to Year Ended  March 31,  2005.  Net cash
provided during the year ended March 31, 2006 was $100 compared to net cash used
for the year ended March 31, 2005 of  $(18,000).  The  decrease in cash used was
due  primarily  to an increase in change in accrued fees and expenses due to the
General Partner and affiliates of approximately  $16,000.

During the years ended March 31, 2007, 2006 and 2005,  accrued  payables,  which
consist  primarily of related party  management fees due to the General Partner,
increased by $163,000, $158,000 and $142,000,  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   foreseeable   working  capital
requirements of the Partnership.
                                       22
<PAGE>

The Partnership  expects its future cash flows,  together with its net available
assets at March 31, 2007, to be  sufficient  to meet all  currently  foreseeable
future cash  requirements.  This  excludes  amounts  owed to  Associates  by the
Partnership disclosed below.

Future Contractual Cash Obligations

The following table  summarizes our future  contractual  cash  obligations as of
March 31, 2007:
<TABLE>
<CAPTION>
                                              2008          2009         2010        2011        2012      Thereafter        Total
                                           -----------   ----------   ---------   ---------   ----------   -----------   -----------
<S>                                     <C>            <C>         <C>           <C>          <C>         <C>            <C>
Asset Management Fees (1)                $   2,328,107  $  144,900  $  144,900    $ 144,900    $ 144,900   $ 4,781,700   $ 7,689,407
Capital Contributions Payable to Local
   Limited Partnerships                             -            -           -            -            -             -             -
                                           -----------   ---------   ----------- -----------   ---------   -------------- ----------
Total contractual cash obligations       $   2,328,107  $  144,900  $  144,900    $ 144,900    $ 144,900   $ 4,781,700   $ 7,689,407
                                           ===========   =========   =========== ===========   =========   ============== ==========
</TABLE>
(1)  Asset  Management  Fees  are  payable  annually  until  termination  of the
     Partnership, which is to occur no later than 2045. The estimate of the fees
     payable included herein assumes the retention of the Partnership's interest
     in all Housing Complexes until 2045.  Amounts due to the General Partner as
     of March 31,  2007 have  been  included  in the 2008  column.  The  General
     Partner does not anticipate that these fees will be paid until such time as
     capital reserves are in excess of the aggregate of the existing contractual
     obligations  and  the  anticipated  future   foreseeable   working  capital
     requirements of the Partnership.

For additional  information  regarding  asset  management fees see Note 3 to the
financial statements included elsewhere herein.

Off-Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements.

Exit Strategy

See item 1B for information in this regard

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 Not Applicable

Item 8.  Financial Statements and Supplementary Data

                                       23
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Partners
WNC Housing Tax Credit Fund II, LP

     We have audited the  accompanying  balance sheets of WNC Housing Tax Credit
Fund II, LP (a California Limited Partnership) (the Partnership) as of March 31,
2007 and 2006, and the related  statements of operations,  partners' deficit and
cash flows for the periods ended March 31, 2007, 2006 and 2005.  These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

     We  conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial statements are free of material  misstatement.  The Partnership is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion  on  the  effectiveness  of  the  Partnership's  internal  control  over
financial reporting.  Accordingly, we express no such opinion. An audit 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 provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of WNC Housing Tax Credit Fund
II, LP (a California Limited Partnership) as of March 31, 2007 and 2006, and the
results of its  operations  and its cash flows for the  periods  ended March 31,
2007, 2006 and 2005 in conformity with accounting  principles generally accepted
in the United States of America.

     Our  audits  were made for the  purpose  of forming an opinion on the basic
financial  statements taken as a whole. The schedules listed under Item 15(a)(2)
in the index are presented for the purpose of complying  with the Securities and
Exchange  Commission's rules and are not part of the basic financial statements.
These  schedules have been subjected to the auditing  procedures  applied to the
audits of the basic  financial  statements  and,  in our  opinion,  based on our
audits,  fairly state in all  material  respects the  financial  statement  data
required to be set forth therein in relation to the basic  financial  statements
taken as a whole.




/s/ Reznick Group, PC
---------------------
Bethesda, Maryland
August 16, 2007



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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                      March 31,
                                                                                       ----------------------------------------
                                                                                             2007                  2006
                                                                                       -----------------     ------------------
ASSETS
<S>                                                                                 <C>                   <C>
Cash and cash equivalents                                                            $           75,484    $            83,339
Investments in Local Limited Partnerships, net (Notes 2 and 3)                                        -                      -
                                                                                       -----------------     ------------------
   Total assets                                                                      $           75,484    $            83,339
                                                                                       =================     ==================
LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Accrued fees and expenses due to General Partner and affiliates (Note 3)          $        2,221,528    $         2,058,634
Accounts Payable                                                                                  1,575                      -
                                                                                       -----------------     ------------------
     Total liabilities                                                                        2,223,103              2,058,634

Partners' deficit:
    General Partner                                                                             (81,019)               (79,295)
    Limited Partners (12,000 Partnership Units authorized; 7,000 Partnership
     Units issued and outstanding)                                                           (2,066,600)            (1,896,000)
                                                                                       -----------------     ------------------
      Total partners' deficit                                                                (2,147,619)            (1,975,295)
                                                                                       -----------------     ------------------
        Total liabilities and partners' deficit                                      $           75,484    $            83,339
                                                                                       =================     ==================
</TABLE>
                                       25
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                            STATEMENTS OF OPERATIONS

                For The Years Ended March 31, 2007, 2006 and 2005
<TABLE>
<CAPTION>
                                                                               For the Years Ended
                                                                                    March 31,
                                                         ----------------------------------------------------------------
                                                               2007                    2006                  2005
                                                         ------------------      -----------------     ------------------
<S>                                                   <C>                      <C>                   <C>
Distribution income                                    $             9,572      $          16,488     $           15,528
Reporting fees                                                       3,642                  4,080                      -
                                                         ------------------      -----------------     ------------------
    Total income                                                    13,214                 20,568                 15,528
                                                         ------------------      -----------------     ------------------
Operating expenses:
   Asset management fees (Note 3)                                  144,900                144,901                144,902
   Accounting fees                                                  35,500                 27,042                 21,550
   Other                                                             5,475                  6,937                  9,920
                                                         ------------------      -----------------     ------------------
    Total operating expenses                                       185,875                178,880                176,372
                                                         ------------------      -----------------     ------------------
Loss from operations                                              (172,661)              (158,312)              (160,844)

Equity in losses of Local Limited
  Partnerships (Note 2)                                                  -                      -                      -
                                                         ------------------      -----------------     ------------------
Interest Income                                                        337                    401                    283
                                                         ------------------      -----------------     ------------------
Net loss                                               $          (172,324)     $        (157,911)    $         (160,561)
                                                         ==================      =================     ==================
Net loss allocated to:
   General Partner                                     $            (1,724)     $          (1,579)    $           (1,605)
                                                         ==================      =================     ==================
   Limited Partners                                    $          (170,600)     $        (156,332)    $         (158,956)
                                                         ==================      =================     ==================
Net loss per Partnership Unit                          $            (24.38)     $          (22.33)    $           (22.71)
                                                         ==================      =================     ==================
Outstanding weighted Partnership Units                               7,000                  7,000                  7,000
                                                         ==================      =================     ==================
</TABLE>
                                       26
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                         STATEMENTS OF PARTNERS' DEFICIT

                For The Years Ended March 31, 2007, 2006 and 2005
<TABLE>
<CAPTION>
                                                                 General Partner          Limited Partners               Total
                                                             --------------------      --------------------     --------------------
<S>                                                       <C>                       <C>                      <C>
Partners' deficit at March 31, 2004                        $            (76,111)     $         (1,580,712)    $         (1,656,823)

Net loss                                                                 (1,605)                 (158,956)                (160,561)
                                                             --------------------      --------------------     --------------------
Partners' deficit at March 31, 2005                                     (77,716)               (1,739,668)              (1,817,384)

Net loss                                                                 (1,579)                 (156,332)                (157,911)
                                                             --------------------      --------------------     --------------------
Partners' deficit at March 31, 2006                        $            (79,295)     $         (1,896,000)    $         (1,975,295)

Net loss                                                                 (1,724)                 (170,600)                (172,324)
                                                             --------------------      --------------------     --------------------
Partners' deficit at March 31, 2007                        $            (81,019)     $         (2,066,600)    $         (2,147,619)
                                                             ====================      ====================     ====================
</TABLE>
                                       27
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS

                For The Years Ended March 31, 2007, 2006 and 2005
<TABLE>
<CAPTION>
                                                                                     For the Years Ended March 31
                                                                     -------------------------------------------------------------
                                                                           2007                 2006                   2005
                                                                     ------------------    ----------------      -----------------
<S>                                                               <C>                    <C>                   <C>
Cash flows from operating activities:
   Net loss                                                        $          (172,324)   $       (157,911)     $         (160,561)
   Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities:
     Equity in losses of Local Limited
       Partnerships                                                                  -                   -                       -
     Increase in accrued fees and expenses
      due to General Partner and affiliates                                    162,894             158,005                 142,095
     Increase in accounts payable                                                1,575                   -                       -
                                                                     ------------------    ----------------      -----------------
Net cash provided by (used in) operating activities                             (7,855)                 94                 (18,466)
                                                                     ------------------    ----------------      -----------------
Cash flows from investing activities:
    Distributions from Local Limited Partnerships                                    -                   -                       -
                                                                     ------------------    ----------------      -----------------
Net increase (decrease) in cash and
  cash equivalents                                                              (7,855)                 94                 (18,466)

Cash and cash equivalents, beginning of period                                  83,339              83,245                 101,711
                                                                     ------------------    ----------------      -----------------
Cash and cash equivalents, end of period                           $            75,484   $          83,339      $           83,245
                                                                     ==================    ================      =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     Taxes paid                                                    $               800   $             800      $              800
                                                                     ==================    ================      =================
</TABLE>
                                       28
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                For The Years Ended March 31, 2007, 2006 and 2005

NOTE 1 - ORGANIZATION AND 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  Complexes") 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  of  the  Partnership  is WNC  Financial  Group,  L.P.,  a
California  partnership  (the  "General  Partner").   WNC  &  Associates,   Inc.
("Associates")  and  Wilfred  N.  Cooper  Sr. are the  general  partners  of WNC
Financial Group, L.P. The chairman and president of Associates own substantially
all of the outstanding  stock of Associates.  The business of the Partnership is
conducted  primarily  through  Associates,   as  the  General  Partner  and  the
Partnership have no employees of their own.

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 of Limited
Partnership interest  ("Partnership  Units") at $1,000 per Partnership Unit. The
offering of Partnership Units concluded on December 31, 1992 at which time 7,000
Partnership  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 investors in the Partnership
("Limited  Partners")  will be  allocated  the  remaining  99% of these items in
proportion to their respective investments.

The  proceeds  from the  disposition  of any of the  Local  Limited  Partnership
properties  will be used  first  to pay  debts  and  other  obligations  per the
respective Local Limited Partnership Agreement. Any remaining proceeds will then
be paid to the  Partnership.  The sale of a Housing  Complex  may be  subject to
other restrictions and obligations.  Accordingly, there can be no assurance that
a Local Limited Partnership will be able to sell its Housing Complex. Even if it
does so, there can be no assurance that any significant  amounts of cash will be
distributed to the  Partnership.  Should such  distributions  occur, the Limited
Partners  will be  entitled  to  receive  distributions  equal to their  capital
contributions  and their  return on  investment  (as defined in the  Partnership
Agreement) and the General  Partners would then be entitled to receive  proceeds
equal to their capital contributions from the remainder.  Any additional sale or
refinancing  proceeds  will  be  distributed  95% to the  Limited  Partners  (in
proportion to their respective investments) and 5% to the General Partners.

Risks and Uncertainties
-----------------------

An investment in the  Partnership  and the  Partnership's  investments  in Local
Limited  Partnerships  and their Housing  Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the  Partnership,  and the
amount of proceeds  available for distribution to the Limited Partners,  if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:
                                       29
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------------------------

The Low Income Housing Tax Credit rules are extremely complicated. Noncompliance
with these  rules  results in the loss of future Low Income  Housing Tax Credits
and the fractional recapture of Low Income Housing Tax Credits already taken. In
most  cases  the  annual  amount  of Low  Income  Housing  Tax  Credits  that an
individual  can use is limited to the tax  liability  due on the  person's  last
$25,000 of taxable income. The Local Limited  Partnerships may be unable to sell
the Housing Complexes at a price which would result in the Partnership realizing
cash   distributions  or  proceeds  from  the  transaction.   Accordingly,   the
Partnership  may be unable to distribute any cash to its Limited  Partners.  Low
Income  Housing Tax Credits may be the only  benefit from an  investment  in the
Partnership.

The Partnership has invested in a limited number of Local Limited  Partnerships.
Such  limited  diversity  means that the  results of  operation  of each  single
Housing  Complex  will have a greater  impact on the  Partnership.  With limited
diversity,   poor   performance   of  one  Housing   Complex  could  impair  the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage  indebtedness.  If a Local Limited  Partnership failed to
pay its  mortgage,  it  could  lose  its  Housing  Complex  in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low Income  Housing Tax  Credits,  a  fractional  recapture  of prior Low
Income Housing Tax Credits,  and a loss of the  Partnership's  investment in the
Housing   Complex  would  occur.   The  Partnership  is  a  limited  partner  or
non-managing  member  of  each  Local  Limited  Partnership.   Accordingly,  the
Partnership  will have very  limited  rights with respect to  management  of the
Local  Limited  Partnerships.  The  Partnership  will rely  totally on the Local
General  Partners.  Neither  the  Partnership's  investments  in  Local  Limited
Partnerships,  nor  the  Local  Limited  Partnerships'  investments  in  Housing
Complexes,  are 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 interests in Local Limited Partnerships; limitations
on removal of Local  General  Partners;  limitations  on subsidy  programs;  and
possible changes in applicable regulations. Uninsured casualties could result in
loss of property and Low Income  Housing Tax Credits and recapture of Low Income
Housing Tax  Credits  previously  taken.  The value of real estate is subject to
risks  from  fluctuating  economic   conditions,   including  employment  rates,
inflation,  tax, environmental,  land use and zoning policies, supply and demand
of similar properties, and neighborhood conditions, among others.

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge the tax treatment of tax items.  The amount of Low Income  Housing Tax
Credits and tax losses allocable to the Limited Partners could be reduced if the
IRS were  successful  in such a  challenge.  The  alternative  minimum tax could
reduce tax benefits from an investment in the  Partnership.  Changes in tax laws
could also impact the tax benefits from an investment in the Partnership  and/or
the value of the Housing Complexes.

All of the Low Income  Housing Tax Credits  anticipated  to be realized from the
Local  Limited  Partnerships  have  been  realized.  The  Partnership  does  not
anticipate  being  allocated  a  significant  amount of Low Income  Housing  Tax
Credits  from the Local  Limited  Partnerships  in the  future.  Until the Local
Limited  Partnerships  have  completed the 15 year Low Income Housing Tax Credit
compliance  period  risks  exist for  potential  recapture  of prior Low  Income
Housing Tax Credits.

Associates has agreed to continue providing  advances  sufficient enough to fund
the operations and working capital  requirements of the Partnership through July
31, 2008, if the Partnership were to experience a working capital deficiency.

                                       30
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------------------------

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current  payment of the existing  contractual  obligations and or suspend
services for this or any other reason.

No trading  market for the  Partnership  Units exists or is expected to develop.
Limited  Partners  may be unable to sell  their  Partnership  Units  except at a
discount  and  should  consider  their  Partnership  Units  to  be  a  long-term
investment.  Individual  Limited Partners will have no recourse if they disagree
with actions authorized by a vote of the majority of Limited Partners.

Exit Strategy
-------------

The IRS  Compliance  Period for  low-income  housing  tax credit  properties  is
generally  15  years  following   construction  or  rehabilitation   completion.
Associates was one of the first in the industry to offer syndicated  investments
in Low Income Housing Tax Credits.  The initial  programs are  completing  their
compliance periods.

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

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  As of March  31,  2007,  no  Housing
Complexes have been selected for disposition.  While  liquidation of the Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of March 31, 2007.

As of March 31, 2007, no Housing Complexes had been selected for disposition. As
of March 31,  2007 all of the  Local  Limited  Partnerships  had  completed  the
15-year compliance period.

Properties Identified for Disposition

Subsequent to year end, the Partnership  identified the Housing Complexes of one
Local Limited Partnership,  Lake View, a California limited partnership,  ("Lake
View") for disposition.  Lake View owns the Lake View Apartments (the "Lake View
Property")

                                       31
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------------------------

located in Beaver Dam, Wisconsin.  Consistent with the investment  objectives of
the  Partnership,  the Lake View Property  qualified for Low Income  Housing Tax
Credits  under the Internal  Revenue Code for a 10-year  period.  The Low Income
Housing Tax Credit  period has  expired,  and no further Low Income  Housing Tax
Credits are being  generated  by the Lake View  Property.  The  15-year  Federal
compliance period has also expired, so there would be no credit recapture upon a
transfer of the Lake View Property.

On July  13,  2007,  the  Partnership  filed  preliminary  consent  solicitation
materials with the SEC regarding the sale of the Lake View Property.  Definitive
materials  were  filed  with the SEC on July 23,  2007 and  disseminated  to the
Partnership's Limited Partners on July 24, 2007.

Method of Accounting For Investments in Local Limited Partnerships
------------------------------------------------------------------

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

"Equity in losses of Local  Limited  Partnerships"  for each year ended March 31
have been recorded by the Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on  three  months  of  results  estimated  by  management  of  the  Partnership.
Management's  estimate  for the  three-month  period is based on  either  actual
unaudited  results  reported by the Local  Limited  Partnerships  or  historical
trends in the operations of the Local Limited Partnerships. In subsequent annual
financial  statements,  upon receiving the actual annual results reported by the
Local Limited  Partnerships,  management reverses its prior estimate and records
the actual results reported by the Local Limited Partnerships.  Equity in losses
from  the  Local  Limited  Partnerships  allocated  to the  Partnership  are not
recognized to the extent that the  investment  balance  would be adjusted  below
zero.  As soon as the  investment  balance  reaches  zero,  amortization  of the
related  costs of acquiring  the  investment  are  accelerated  to the extent of
losses  available  (see Note 3). If the Local  Limited  Partnerships  report net
income in future years,  the Partnership  will resume applying the equity method
only  after its share of such net  income  equals  the share of net  losses  not
recognized during the period(s) the equity method was suspended.

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

Distributions  received from the Local Limited Partnerships are accounted for as
a  reduction  of  the  investment  balance.  Distributions  received  after  the
investment has reached zero are recognized as distribution income.

                                       32
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------------------------

Use of Estimates
----------------

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

Cash and Cash Equivalents
-------------------------

The Partnership considers all highly liquid investments with original maturities
of three months or less when purchased to be cash  equivalents.  As of March 31,
2007 and 2006, the Partnership had no cash equivalents.

Net Loss Per Partnership Unit
-----------------------------

Net loss per Partnership  Unit is calculated  pursuant to Statement of Financial
Accounting  Standards No. 128, Earnings Per Share. Net loss per Partnership Unit
includes no dilution  and is computed  by  dividing  loss  allocated  to limited
partners  by the  weighted  average  Partnership  Units  outstanding  during the
period. Calculation of diluted net loss per Partnership Unit is not required.

Income Taxes
------------

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

Revenue Recognition
-------------------

The  Partnership  is entitled to receive  reporting  fees from the Local Limited
Partnerships.  The  intent  of  the  reporting  fees  is  to  offset  (in  part)
administrative costs incurred by the Partnership in corresponding with the Local
Limited  Partnerships.  Due to the  uncertainty of the collection of these fees,
the Partnership recognizes reporting fees as collections are made.

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
--------------------------------------------------

As of the periods  presented,  the Partnership had acquired limited  partnership
interests  in 27 Local  Limited  Partnerships,  each of which  owns one  Housing
Complex  consisting of an aggregate of 784 apartment units. The respective Local
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 Low Income  Housing  Tax  Credits of the Local  Limited
Partnerships.

The  Partnership's  investment  in Local  Limited  Partnerships  as shown in the
balance  sheets  at March 31,  2007 and 2006 are  approximately  $4,439,000  and
$3,924,000, respectively, greater than the Partnership's equity at the preceding
December  31 as shown in the  Local  Limited  Partnerships'  combined  financial
statements  presented  below.  This  difference  is primarily  due to unrecorded
losses, as discussed below, acquisition, selection and other

                                       33
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------

costs related to the acquisition of the investments  which have been capitalized
in the  Partnership's  investment  account and impairment losses recorded in the
Partnership's  investment  account.  The Partnership's  investment is also lower
than  the  Partnership's  equity  as shown in the  Local  Limited  Partnership's
combined  financial  statements  due to the  estimated  losses  recorded  by the
Partnership for the three month period ended March 31.

For all periods  presented,  the  investment  accounts  in all of Local  Limited
Partnerships had reached a zero balance.  Consequently, all of the Partnership's
estimate  of its share of losses for the years ended  March 31,  2007,  2006 and
2005 amounting to approximately $505,000,  $503,000 and $612,000,  respectively,
have not been  recognized.  As of March 31,  2007,  the  aggregate  share of net
losses not recognized by the Partnership amounted to $4,755,000.

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:
<TABLE>
<CAPTION>
                        COMBINED CONDENSED BALANCE SHEETS
                                                                                              2006                      2005
                                                                                      --------------------     ---------------------
ASSETS
<S>                                                                                <C>                      <C>
Buildings and improvements, net of accumulated
   depreciation for 2006 and 2005 of $13,880,000 and
   $13,058,000, respectively                                                        $          15,821,000    $           16,559,000
Land                                                                                            1,399,000                 1,399,000
Other assets                                                                                    2,253,000                 2,171,000
                                                                                     --------------------     ---------------------
       Total assets                                                                 $          19,473,000    $           20,129,000
                                                                                     ====================     =====================
LIABILITIES

Mortgage loans payable                                                              $          22,746,000    $           22,871,000
Due to related parties                                                                            181,000                   194,000
Other liabilities                                                                                 412,000                   398,000
                                                                                     --------------------     ---------------------
       Total liabilities                                                                       23,339,000                23,463,000
                                                                                     --------------------     ---------------------
PARTNERS' DEFICIT

WNC Housing Tax Credit Fund II, L.P.                                                           (4,439,000)               (3,924,000)
Other partners                                                                                    573,000                   590,000
                                                                                     --------------------     ---------------------
       Total partners' deficit                                                                 (3,866,000)               (3,334,000)
                                                                                     --------------------     ---------------------
          Total liabilities and partners' deficit                                   $          19,473,000    $           20,129,000
                                                                                     ====================     =====================
</TABLE>
                                       34
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                 2006                      2005                       2004
                                                         ---------------------     ---------------------      ----------------------
<S>                                                    <C>                       <C>                       <C>
Revenues                                                $           3,681,000     $           3,582,000     $             3,461,000
                                                         ---------------------     ---------------------      ----------------------
Expenses:
   Operating expenses                                               2,754,000                 2,659,000                   2,615,000
   Interest expense                                                   615,000                   625,000                     631,000
   Depreciation and amortization                                      822,000                   827,000                     831,000
                                                         ---------------------     ---------------------      ----------------------
         Total expenses                                             4,191,000                 4,111,000                   4,077,000
                                                         ---------------------     ---------------------      ----------------------
Net loss                                                $            (510,000)    $            (529,000)    $              (616,000)
                                                         =====================     =====================      ======================
Net loss allocable to the Partnership                   $            (505,000)    $            (524,000)    $              (610,000)
                                                         =====================     =====================      ======================
Net loss recorded by the Partnership                    $                   -     $                   -     $                     -
                                                         =====================     =====================      ======================
</TABLE>
Certain Local Limited  Partnerships  have incurred  operating losses and/or 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 lost,  and the loss and
recapture of the related Low Income Housing Tax Credits could occur.

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
          Partnership  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
          $630,000 for all periods presented.

          Reimbursement of costs incurred by an affiliate of the General Partner
          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  had  incurred
          acquisition  costs of $10,581 which have been included in  investments
          in Local Limited  Partnerships.  At the end of all periods  presented,
          accumulated amortization amounted to $10,581.

                                       35
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005

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,  for the life of the  Partnership.  Management fees of $144,900,
     $144,901 and $144,902,  respectively,  were incurred during the years ended
     March 31, 2007,  2006 and 2005, of which $2,000,  $0 and $6,250,  were paid
     during the years ended March 31, 2007, 2006 and 2005, respectively.

     The  Partnership  reimbursed  the  General  Partner or its  affiliates  for
     operating  expenses incurred by the Partnership and paid for by the General
     Partner or its affiliates on behalf of the Partnership.  Operating  expense
     reimbursements were approximately $19,000,  $21,000 and $28,000, during the
     years ended March 31, 2007, 2006, and 2005, 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.  No such fee was incurred in the three
     year period ending March 31, 2007.

     The accrued  fees and expenses  due to the General  Partner and  affiliates
     consist of the following at:
<TABLE>
<CAPTION>
                                                                                                          March 31
                                                                                      ----------------------------------------------
                                                                                                2007                      2006
                                                                                      --------------------      --------------------
<S>                                                                                 <C>                       <C>
Expenses paid by the General Partners
or an affiliate on behalf of the Partnership                                         $              38,321     $              18,327

Accrued asset management fees                                                                    2,183,207                 2,040,307
                                                                                      --------------------      --------------------
Total                                                                                $           2,221,528     $           2,058,634
                                                                                      ====================      ====================
</TABLE>
The General  Partner and/or its affiliates do not anticipate  that these accrued
fees will be paid  until  such  time as  capital  reserves  are in excess of the
future foreseeable working capital requirements of the Partnership.

                                       36
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005

NOTE 4 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------

The following is a summary of the quarterly operations for the years ended March
31:
<TABLE>
<CAPTION>
                                                           June 30              September 30      December 31            March 31
                                                     ---------------          ----------------   ------------      -----------------
                    2007
                    ----
<S>                                               <C>                   <C>                     <C>                  <C>
Income                                             $         3,000     $               4,000     $              -     $       7,000

Operating expenses                                         (37,000)                  (71,000)             (37,000)          (41,000)

Equity in losses of Local Limited
     Partnerships                                                -                         -                    -                 -

Interest income                                                  -                         -                    -                 -

Net loss                                                   (34,000)                  (67,000)             (37,000)          (34,000)

Net Loss available to Limited Partners                     (33,000)                  (67,000)             (37,000)          (34,000)

Net Loss per Partnership Unit                                   (5)                      (10)                  (5)               (5)

                    2006
                    ----
Income                                             $         6,000     $               4,000     $          2,000     $       9,000

Operating expenses                                         (39,000)                  (50,000)             (50,000)          (40,000)

Equity in losses of Local Limited
     Partnerships                                                -                         -                    -                 -

Interest income                                                  -                         -                    -                 -

Net loss                                                   (33,000)                  (46,000)             (48,000)          (31,000)

Net Loss available to Limited Partners                     (33,000)                  (46,000)             (47,000)          (30,000)

Net Loss per Partnership Unit                                   (5)                       (7)                  (7)               (4)

                    2005
                    ----
Income                                             $         4,000     $               9,000     $              -     $       3,000

Operating expenses                                         (41,000)                  (53,000)             (44,000)          (38,000)

Equity in losses of Local Limited
     Partnerships                                                -                         -                    -                 -

Interest income                                                  -                         -                    -                 -

Net loss                                                   (37,000)                  (44,000)             (44,000)          (35,000)

Net Loss available to Limited Partners                     (37,000)                  (44,000)             (44,000)          (35,000)

Net Loss per Partnership Unit                                   (5)                       (6)                  (6)               (5)
</TABLE>
                                       37
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005

NOTE 5 - SUBSEQUENT EVENT
-------------------------

The Partnership identified the Housing Complex of one Local Limited Partnership,
Lake View, a California limited partnership, for disposition. Lake View owns the
Lake  View  Apartments  (the  "Lake  View  Property")  located  in  Beaver  Dam,
Wisconsin.  Consistent with the investment  objectives of the  Partnership,  the
Lake View Property  qualified  for Federal Low Income  Housing Tax Credits under
the  Internal  Revenue  Code for a 10-year  period.  The Low Income  Housing Tax
Credit  period has  expired,  and no further Low Income  Housing Tax Credits are
being generated by the Lake View Property. The 15-year Federal compliance period
has also expired,  so there would be no credit  recapture upon a transfer of the
Lake View Property.

On July  13,  2007,  the  Partnership  filed  preliminary  consent  solicitation
materials with the SEC regarding the sale of the Lake View Property.  Definitive
materials  were  filed  with the SEC on July 23,  2007 and  disseminated  to the
Partnership's Limited Partners on July 24, 2007.

                                       38
<PAGE>
Item  9.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

NONE

Item 9A. Controls and Procedures

(a)  As of the end of the  period  covered  by this  report,  the  Partnership's
     General  Partner,  under the supervision and with the  participation of the
     Chief Executive Officer and Chief Financial Officer of Associates,  carried
     out an evaluation of the  effectiveness  of the  Partnership's  "disclosure
     controls and procedures" as defined in Securities Exchange Act of 1934 Rule
     13a-15 and 15d-15.  Based on that evaluation,  the Chief Executive  Officer
     and Chief Financial Officer have concluded that as of the end of the period
     covered  by  this  report,  the  Partnership's   disclosure   controls  and
     procedures  were adequate and effective in timely alerting them to material
     information  relating  to the  Partnership  required  to be included in the
     Partnership's periodic SEC filings.

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

Item 9B. Other Information

NONE

PART III.

Item 10. Directors and Executive Officers of the Registrant

(a)   Identification of Directors,  (b) Identification of Executive Officers,
      -----------------------------------------------------------------------
      (c) Identification of Certain Significant Employees, (d)
      --------------------------------------------------------
      Family Relationships, and (e) Business Experience
      -------------------------------------------------

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

Wilfred N. Cooper, Sr.         Chairman
Wilfred N. Cooper, Jr.         President and Chief Executive Officer
David N. Shafer, Esq.          Executive Vice President
Michael J. Gaber               Executive Vice President
Sylvester P. Garban            Senior Vice President - Institutional Investments
Thomas J. Riha, CPA            Senior Vice President - Chief Financial Officer
Thomas J. Hollingsworth        Vice President - Asset Management
Gregory S. Hand                Vice President - Acquisitions
Melanie R. Wenk                Vice President - Portfolio Management

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

Wilfred N.  Cooper,  Sr.,  age 76, is the founder  and  Chairman of the Board of
Directors of Associates,  a Director of WNC Capital  Corporation,  and a general
partner in some of the  partnerships  previously  sponsored  by  Associates  Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously,  during 1970 and 1971,  he was  founder and a principal  of Creative
Equity  Development  Corporation,  a predecessor of Associates,  and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International  Corporation,  last serving as its
manager  of  housing  and urban  developments  where he had  responsibility  for
factory-built  housing  evaluation and project  management in urban planning and
development.  He has testified before committees of the U.S. Senate and the U.S.
House  of  Representatives  on  matters  pertaining  to the  affordable  housing
industry.  Mr.  Cooper is a Life  Director of the National  Association  of Home

                                       39
<PAGE>
Builders,  a National Trustee for NAHB's Political Action Committee,  and a past
Chairman of NAHB's Multifamily Council. He is a Director of the National Housing
Conference and a member of NHC's Board of Governors,  and a founder and Director
of the California  Housing  Consortium.  He is the husband of Kay Cooper and the
father of Wilfred N. Cooper,  Jr. Mr. Cooper  graduated  from Pomona  College in
1956 with a Bachelor of Arts degree.

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

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

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

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

Thomas J. Riha, age 52, is Senior Vice President - Chief Financial Officer and a
member of the  Acquisition  Committee  and the  Commercial  Real Estate Group of
Associates and Vice President,  Treasurer and a Director of WNC Management, Inc.
He has been involved in real estate acquisition and investment  activities since
1979.  Before joining  Associates in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and Management Company,  last serving as Vice
President - Operations.  He is a founding member of the Housing Credit Certified
Professional Board of Governors,  a national professional  certification program
administered  by  the  NAHB  and  the  National  Affordable  Housing  Management
Association. Mr. Riha graduated from the California State University,  Fullerton
in 1977 with a Bachelor of Arts degree cum laude in Business Administration with
a concentration in Accounting and is a Certified Public  Accountant and a member
of the American Institute of Certified Public Accountants.

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

                                       40
<PAGE>
Gregory S. Hand, age 43, is Vice  President -  Acquisitions  and a member of the
Commercial Real Estate Group of Associates.  He is responsible for the oversight
of property  underwriting.  Mr. Hand has been involved in real estate  analysis,
development and management since 1987.  Prior to joining  Associates in 1998, he
was  a  portfolio  asset  manager  with  a  national  tax  credit  sponsor  with
responsibility  for the management of $200 million in assets.  Prior to that, he
was a finance  manager  with The Koll  Company and a financial  analyst with The
Irvine  Company.  Mr. Hand graduated  from Iowa State  University in 1987 with a
Bachelor of Business Administration degree in finance.

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

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

(g)   Promoters and Control Persons
      -----------------------------

      Inapplicable.

(h)   Audit Committee Financial Expert, and (i) Identification of the Audit
      ---------------------------------------------------------------------
      Committee
      ---------

      Neither the Partnership, the General Partner, nor Associates has an audit
      committee.

(j)   Changes to Nominating Procedures
      --------------------------------

      Inapplicable.

(k)   Compliance With Section 16(a) of the Exchange Act
      -------------------------------------------------

      None.

(l)   Code of Ethics
      --------------

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

Item 11.  Executive Compensation

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the Partnership is obligated to the General
Partner or its affiliates  during the current and future years for the following
fees:

(a)  Annual Asset  Management Fee. An annual asset  management fee accrues in an
     amount equal to 0.5% of the 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 $144,900,  $144,901  and  $144,902,  were  incurred
     during the years ended March 31,  2007,  2006and  2005,  respectively.

                                       41
<PAGE>
     The Partnership paid the General Partner or its  affiliates $2,000,  $0 and
     $6,250 of those fees during the years ended March 31, 2007,  2006 and 2005,
     respectively.

(b)  Subordinated  Disposition Fee. A subordinated  disposition fee in an amount
     equal to 1% of the sale price may be received in  connection  with the sale
     or disposition of a Housing Complex or Local Limited Partnership  interest.
     Subordinated  disposition  fees will be subordinated to the prior return of
     the Limited  Partners'  capital  contributions and payment of the Preferred
     Return  to the  Limited  Partners.  "Preferred  Return"  means  an  annual,
     cumulative but not compounded,  "return" to the Limited Partners (including
     Low  Income  Housing  Tax  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 such fee was incurred in the three
     year period ending March 31, 2007.

(c)  Operating Expenses.  The Partnership  reimbursed the General Partner or its
     affiliates for operating  expenses of  approximately  $19,000,  $21,000 and
     $28,000,   during  the  years  ended  March  31,   2007,   2006  and  2005,
     respectively.

(d)  Interest  in  Partnership.   The  General   Partner   receives  1%  of  the
     Partnership's  allocated Low Income Housing Tax Credits, which approximated
     $0, $50 and $50 for the General  Partners for the tax years ended  December
     31, 2006, 2005 and 2004, respectively. The General Partner is also entitled
     to  receive a  percentage  of  Partnership  income or  losses,  and of cash
     distributions.  There were no distributions of cash to the General Partners
     during the years ended March 31, 2007, 2006 and 2005.

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Stockholder Matters

(a)  Securities Authorized for Issuance Under Equity Compensation Plans
     ------------------------------------------------------------------

     The Partnership has no compensation plans under which interests in the
     Partnership are authorized for issuance.

(b)  Security Ownership of Certain Beneficial Owners
     -----------------------------------------------

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

(c)  Security Ownership of Management
     --------------------------------
     Neither the General Partner,  Associates, its affiliates, nor  any   of the
     officers or directors of the General Partner, Associates, or its affiliates
     own directly or beneficially any Partnership Units.

(d)  Changes in Control
     ------------------

     The  management  and control of the General  Partner and of Associates  and
     their  affiliates  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.

                                       42
<PAGE>
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,
     reimbursement  of  expenses,  and the General  Partner's  interests  in the
     Partnership,  as discussed in Item 11 and in the notes to the Partnership's
     financial statements.

Item 14.  Principal Accountant Fees and Services

The following is a summary of fees paid to the Partnership principal independent
registered public accounting firm for the years ended March 31:
<TABLE>
<CAPTION>
                                                            2007                      2006
                                                     --------------------      --------------------
<S>                                               <C>                       <C>
Audit Fees                                         $              32,500     $              24,042
Audit-related Fees                                                     -                         -
Tax Fees                                                           3,000                     3,000
All Other Fees                                                         -                         -
                                                     --------------------      --------------------
TOTAL                                              $              35,500     $              27,042
                                                     ====================      ====================
</TABLE>
The  Partnership  has no Audit  Committee.  All audit services and any permitted
non-audit  services  performed  by the  Partnership's  independent  auditors are
pre-approved by the General Partner.

PART IV.

Item 15. Exhibits and Financial Statement Schedules

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

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

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

         Schedule III - Real Estate Owned by Local Limited Partnerships

(a)(3)   List of Exhibits.
         -----------------

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

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

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

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

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

99.1     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 99.1.
                                       43
<PAGE>
99.2     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 99.2.

99.3     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 99.3.

99.4     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 99.4.

99.5     Amended   and  Restated  Agreement  of Limited  Partnership  of Ashland
         Investment   Group filed as exhibit 10.5on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.5.

99.6     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 99.6.

99.7     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 99.7.

99.8     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 99.8.

99.9     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 99.9.

99.10    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 99.10.

99.11    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 99.11.

99.12    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 99.12.

99.13    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 99.13.

99.14    Amended   and  Restated  Agreement of Limited  Partnership  of Lakeview
         Limited Partnership  filed as exhibit 10.14 on Form 10-K dated December
         31, 1992 is hereby incorporated herein as exhibit 99.14.

99.15    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 99.15.

                                       44
<PAGE>
99.16    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 99.16.

99.17    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 99.17.

99.18    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 99.18.

99.19    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 99.19.

99.20    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 99.20.

99.21    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 99.21.

99.22    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 99.22.

99.23    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 99.23.

99.24    Amended   and  Restated  Agreement of Limited  Partnership  of Eclectic
         Housing,  Ltd.  filed  as exhibit 10.24 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.24.

99.25    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 99.25.

99.26    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 99.26.

99.27    Amendment  and   Entire  Restatement  of  Articles  of  Partnership  of
         Elizabeth  Square  Associates,  Ltd. filed as exhibit 10.1 on Form 10-K
         dated  December  31,  1994  is hereby  incorporated  herein as  exhibit
         99.27.
                                       45
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>
                                       ---------------------------------    --------------------------------------------------------
                                             As of March 31, 2007                          As of December 31, 2006
------------------------------------------------------------------------    --------------------------------------------------------
                                      Total Investment in   Amount of    Mortgage Balances of                                Net
  Local Limited                           Local Limited  Investment Paid    Local Limited         Buildings &  Accumulated   Book
Partnership Name         Location         Partnerships       to Date         Partnerships   Land   Equipment   Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                  <C>            <C>            <C>            <C>         <C>         <C>           <C>
Airport Road          Slidell, Louisiana    $334,000      $334,000         $1,418,000    $87,000  $1,771,000   $1,095,000   $763,000
Associates, Limited

Am-Kent Associates,   Amite & Kentwood,      232,000       232,000          1,091,000     55,000   1,534,000      870,000    719,000
Ltd.                  Louisiana

Arizona I Limited     Showlow, Arizona       320,000       320,000          1,452,000    127,000   1,941,000      846,000  1,221,000
Partnership

Ashland Investment    Ashland, Oregon        300,000       300,000          1,349,000     90,000   1,753,000      627,000  1,216,000
Group, an
Oregon Limited
Partnership

Brantley Housing,     Brantley, Alabama      108,000       108,000            559,000     26,000     694,000      297,000    423,000
Ltd.

Brian's Village       Mannford, Oklahoma     176,000       176,000            738,000     20,000     973,000      538,000    455,000
Apartments, an
Oklahoma Limited
Partnership.

Candleridge           Perry, Iowa             93,000        93,000            570,000     49,000     830,000      443,000    437,000
Apartments
of Perry, L.P.
</TABLE>
                                       46
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>
                                       ---------------------------------    --------------------------------------------------------
                                             As of March 31, 2007                          As of December 31, 2006
------------------------------------------------------------------------    --------------------------------------------------------
                                      Total Investment in   Amount of    Mortgage Balances of                                Net
  Local Limited                           Local Limited  Investment Paid    Local Limited         Buildings &  Accumulated   Book
Partnership Name         Location         Partnerships       to Date         Partnerships   Land   Equipment   Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                   <C>             <C>              <C>           <C>       <C>          <C>          <C>
Candleridge            Runnells, Iowa         58,000          58,000           349,000    30,000      497,000    276,000     251,000
Apartments of
Runnells, L.P.

Casa Allegre           Las Vegas,            318,000         318,000         1,304,000    94,000    1,900,000    795,000   1,199,000
Limited Partnership    New Mexico

Castroville Village,   Castroville, Texas    165,000         165,000           899,000    15,000    1,136,000    347,000     804,000
Ltd.

Cherokee Square, L.P.  Rogersville,          202,000         202,000           951,000    56,000    1,173,000    645,000     584,000
                       Tennessee

Divall Midland         Port Washington,      234,000         234,000         1,126,000   102,000    1,490,000    946,000     646,000
Associates Limited     Wisconsin
Partnership II

Eclectic Housing,      Eclectic, Alabama      74,000          74,000           386,000    53,000      449,000    195,000     306,000
Ltd.

Elizabeth Square       Raceland,             356,000         356,000         1,420,000    35,000    2,028,000  1,076,000     986,000
Associates, Ltd.       Louisiana
</TABLE>
                                       47
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>
                                       ---------------------------------    --------------------------------------------------------
                                             As of March 31, 2007                          As of December 31, 2006
------------------------------------------------------------------------    --------------------------------------------------------
                                      Total Investment in   Amount of    Mortgage Balances of                                Net
  Local Limited                           Local Limited  Investment Paid    Local Limited         Buildings &  Accumulated   Book
Partnership Name         Location         Partnerships       to Date         Partnerships   Land   Equipment   Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                 <C>            <C>              <C>             <C>       <C>         <C>         <C>
Emory Capital, L.P.   Emory, Texas           85,000          85,000            360,000     16,000   471,000     241,000      246,000

Emory Manor, L.P.     Emory, Texas          128,000         128,000            539,000     26,000   719,000     327,000      418,000

Idalou Manor, L.P.    Idalou, Texas         122,000         122,000            604,000     20,000   769,000     291,000      498,000

Jefferson Capital,    Jefferson, Texas      167,000         167,000            697,000     42,000   943,000     408,000      577,000
L.P.

Jefferson Manor, L.P. Jefferson, Texas      179,000         179,000            745,000     43,000   969,000     433,000      579,000

Lake View Limited     Beaver Dam, Wisconsin 264,000         264,000          1,209,000    125,000 1,464,000     635,000      954,000
Partnership (1)

Littlefield Manor,    Littlefield, Texas    118,000         118,000            580,000     20,000   739,000     283,000      476,000
L.P.

Perry County Housing, Uniontown, Alabama     82,000          82,000            427,000     22,000   517,000     223,000      316,000
Ltd.
</TABLE>
                                       48
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>
                                       ---------------------------------    --------------------------------------------------------
                                             As of March 31, 2007                          As of December 31, 2006
                                       ---------------------------------    --------------------------------------------------------
                                      Total Investment in   Amount of    Mortgage Balances of                                Net
  Local Limited                           Local Limited  Investment Paid    Local Limited         Buildings &  Accumulated   Book
Partnership Name         Location         Partnerships       to Date         Partnerships   Land   Equipment   Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                 <C>            <C>              <C>             <C>       <C>         <C>         <C>
Pine Hill Housing, Ltd.   Pine Hill, Alabama     105,000      105,000        538,000      32,000     662,000     280,000     414,000

Rociada Partners Ltd.     Hereford, Texas        154,000      154,000        710,000      27,000     894,000     373,000     548,000

Wadley Housing, Ltd.      Wadley, Alabama         76,000       76,000        428,000      53,000     486,000     224,000     315,000

Whitewater Woods Limited  Whitewater, Wisconsin  301,000      301,000      1,264,000      89,000   1,606,000     692,000   1,003,000
Partnership

Willcox Investment        Willcox, Arizona       245,000      245,000      1,031,000      45,000   1,293,000     474,000     864,000
Group, an                                  -------------   ----------    -----------   ---------  ----------  ----------  ----------
Arizona Limited
Partnership
                                           $   4,996,000  $ 4,996,000   $ 22,746,000 $ 1,399,000 $29,701,000 $13,880,000 $17,220,000
                                           =============   ==========   ============   ========== =========== =========== ==========
</TABLE>
(1) Identified on July 13, 2007 for disposition.

                                       49
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>
                                                             -----------------------------------------------------------------------
                                                                              For the year ended December 31, 2006
                                                             -----------------------------------------------------------------------
                                                                                                                           Estimated
                                                                                                 Year Investment            Useful
 Local Limited Partnership Name                              Rental Income      Net Income\(Loss)   Acquired    Status  Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>              <C>         <C>            <C>
Airport Road Associates, Limited                                $201,000             $(96,000)         1990      Completed    27.5

Am-Kent Associates, Ltd.                                         174,000              (31,000)         1991      Completed    27.5

Arizona I Limited Partnership                                    213,000              (32,000)         1990      Completed      35

Ashland Investment Group, an Oregon Limited Partnership          204,000              (38,000)         1990      Completed      50

Brantley Housing, Ltd.                                            73,000              (10,000)         1992      Completed      40

Brian's Village Apartments, an Oklahoma Limited Partnership      128,000                6,000          1990      Completed      30

Candleridge Apartments of Perry, L.P.                            128,000               (4,000)         1992      Completed    27.5

Candleridge Apartments of Runnells, L.P.                         103,000               20,000          1992      Completed    27.5

Casa Allegre Limited Partnership                                 202,000              (17,000)         1990      Completed      40

Castroville Village, Ltd.                                        200,000                    -          1991      Completed      50

Cherokee Square, L.P.                                            110,000              (17,000)         1990      Completed      50

Divall Midland Associates Limited Partnership II                 157,000              (19,000)         1990      Completed    27.5

Eclectic Housing, Ltd.                                            64,000                3,000          1992      Completed      40

Elizabeth Square Associates, Ltd.                                196,000             (101,000)         1994      Completed    27.5

Emory Capital, L.P.                                               64,000               (2,000)         1990      Completed    27.5
</TABLE>
                                       50
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>
                                                             ----------------------------------------------------------------------
                                                                           For the year ended December 31, 2006
                                                             -----------------------------------------------------------------------
                                                                                                                           Estimated
                                                                                                  Year Investment            Useful
 Local Limited Partnership Name                              Rental Income      Net Income\(Loss)    Acquired    Status Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                  <C>               <C>          <C>              <C>
Emory Manor, L.P.                                                92,000              (1,000)          1990       Completed        30

Idalou Manor, L.P.                                               95,000             (10,000)          1992       Completed        40

Jefferson Capital, L.P.                                         108,000              (2,000)          1990       Completed        50

Jefferson Manor, L.P.                                           108,000              (7,000)          1990       Completed        50

Lake View Limited Partnership (1)                               165,000             (35,000)          1991       Completed        35

Littlefield Manor, L.P.                                          94,000             (20,000)          1991       Completed        40

Perry County Housing, Ltd.                                       67,000              (4,000)          1992       Completed        40

Pine Hill Housing, Ltd.                                          86,000             (12,000)          1992       Completed        40

Rociada Partners Ltd.                                           159,000              (9,000)          1990       Completed        40

Wadley Housing, Ltd.                                             63,000               1,000           1992       Completed        40

Whitewater Woods Limited Partnership                            181,000             (30,000)          1991       Completed        35

Willcox Investment Group, an Arizona Limited Partnership        158,000             (43,000)          1990       Completed        50
                                                       -----------------        ------------
                                                      $       3,593,000       $    (510,000)
                                                       =================      ==============
</TABLE>
(1) Identified on July 13, 2007 for disposition.

                                       51
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>
                                                ------------------------   ---------------------------------------------------------
                                                   As of March 31, 2006                       As of December 31, 2005
------------------------------------------------------------------------   ---------------------------------------------------------
                                            Total Investment   Amount of   Mortgage Balances
                                            in Local Limited   Investment   of Local Limited       Buildings &  Accumulated Net Book
Partnership Name              Location        Partnerships    Paid to Date    Partnership    Land   Equipment   Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                  <C>          <C>           <C>           <C>       <C>           <C>         <C>
Airport Road Associates,
Limited Partnership        Slidell, Louisiana    $334,000      $334,000     $1,424,000     $87,000  $1,771,000  $1,031,000  $827,000

                           Amite & Kentwood,
Am-Kent Associates, Ltd.   Louisiana              232,000       232,000      1,096,000      55,000   1,533,000     814,000   774,000

Arizona I Limited
Partnership                Showlow, Arizona       320,000       320,000      1,458,000     127,000    1,929,000    789,000 1,267,000

Ashland Investment Group,
an Oregon Limited
Partnership                Ashland, Oregon        300,000       300,000      1,355,000      90,000    1,753,000    591,000 1,252,000

Brantley Housing, Ltd.     Brantley, Alabama      108,000       108,000        561,000      26,000      694,000    278,000   442,000

Brian's Village
Apartments, an Oklahoma
Limited Partnership        Mannford, Oklahoma     176,000       176,000        741,000      20,000      973,000    507,000   486,000

Candleridge Apartments of
Perry, L.P.                Perry, Iowa             93,000        93,000        574,000      49,000      795,000    412,000   432,000
</TABLE>

                                       52
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>
                                               ----------------------------  -------------------------------------------------------
                                                   As of March 31, 2006                         As of December 31, 2005
                                               ----------------------------  -------------------------------------------------------
                                                   Total
                                                 Investment  Amount of
                                                  in Local   Investment   Mortgage Balances
                                                  Limited      Paid        of Local Limited       Buildings & Accumulated Net Book
Partnership Name                 Location       Partnerships  to Date       Partnerships     Land   Equipment  Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>           <C>         <C>           <C>          <C>          <C>        <C>
Candleridge Apartments of
Runnells, L.P.             Runnells, Iowa           58,000      58,000        354,000       30,000      497,000    257,000   270,000

Casa Allegre Limited
Partnership                Las Vegas, New Mexico   318,000     318,000      1,319,000       94,000    1,882,000    738,000 1,238,000

Castroville Village, Ltd.  Castroville, Texas      165,000     165,000        908,000       15,000    1,135,000    323,000   828,000

Cherokee Square, L.P.      Rogersville, Tennessee  202,000     202,000        955,000       56,000    1,173,000    613,000   616,000

Divall Midland Associates  Port Washington,        234,000     234,000      1,132,000      102,000    1,483,000    894,000   690,000
Limited Partnership II     Wisconsin

Eclectic Housing, Ltd.     Eclectic, Alabama        74,000      74,000        391,000       53,000      449,000    185,000   317,000

Elizabeth Square
Associates, Ltd.           Raceland, Louisiana     356,000     356,000      1,429,000       35,000    2,028,000  1,002,000 1,061,000
</TABLE>
                                       53
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>
                                      ---------------------------------   ----------------------------------------------------------
                                             As of March 31, 2006                             As of December 31, 2005
                                      ---------------------------------   ----------------------------------------------------------
                                        Total Investment in   Amount of    Mortgage Balances
                                            Local Limited   Investment Paid  of Local Limited      Buildings &  Accumulated Net Book
Partnership Name              Location       Partnerships       to Date        Partnerships   Land   Equipment  Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                 <C>               <C>           <C>            <C>       <C>         <C>        <C>
Emory Capital, L.P.        Emory, Texas           85,000         85,000          362,000     16,000   471,000     231,000    256,000

Emory Manor, L.P.          Emory, Texas          128,000        128,000          541,000     26,000   719,000     315,000    430,000

Idalou Manor, L.P.         Idalou, Texas         122,000        122,000          606,000     20,000   758,000     272,000    506,000

Jefferson Capital, L.P.    Jefferson, Texas      167,000        167,000          700,000     42,000   944,000     393,000    593,000

Jefferson Manor, L.P.      Jefferson, Texas      179,000        179,000          748,000     43,000   969,000     417,000    595,000

Lakeview Limited
Partnership (1)            Beaver Dam, Wisconsin 264,000        264,000        1,214,000    125,000 1,464,000     598,000    991,000

Littlefield Manor, L.P.    Littlefield, Texas    118,000        118,000          582,000     20,000   739,000     265,000    494,000

Perry County Housing, Ltd. Uniontown, Alabama     82,000         82,000          429,000     22,000   517,000     209,000    330,000
</TABLE>
                                       54
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>
                                   ------------------------------        -----------------------------------------------------------
                                        As of March 31, 2006                                 As of December 31, 2005
                                   -------------------------------------------------------------------------------------------------
                                                       Amount of   Mortgage
                                     Total Investment Investment  Balances of
                                     in Local Limited   Paid to  Local Limited          Buildings &     Accumulated         Net Book
Partnership Name           Location    Partnerships      Date     Partnerships    Land   Equipment      Depreciation          Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>          <C>          <C>           <C>         <C>         <C>           <C>               <C>
Pine Hill Housing, Ltd     Pine Hill,    105,000       105,000      542,000     32,000     662,000         263,000           431,000
                           Alabama

Rociada Partners, Ltd.     Hereford,     154,000       154,000      714,000     27,000     894,000         351,000           570,000
                           Texas

Wadley Housing, Ltd.       Wadley,        76,000        76,000      430,000     53,000     486,000         210,000           329,000
                           Alabama

Whitewater Woods Limited   Whitewater,
Partnership                Wisconsin     301,000       301,000    1,270,000     89,000   1,606,000         651,000         1,044,000

Willcox Investment Group,  Willcox,      245,000       245,000    1,036,000     45,000   1,293,000         449,000           890,000
an Arizona Limited         Arizona   -------------- ----------- ------------ ---------  ----------       ---------        ---------
Partnership

                                      $4,996,000    $4,996,000  $22,871,000 $1,399,000 $29,617,000     $13,058,000      $ 17,959,000
                                     ============== =========== ============ ========= ============   =============     ============
</TABLE>
(1) Identified on July 13, 2007 for disposition.

                                       55
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>
                                               -------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 2005
                                               -------------------------------------------------------------------------------------
                                                                                    Year Investment             Estimated Useful
 Partnership Name                                Rental Income     Net Income\(Loss)     Aquired     Status       Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>                <C>           <C>                <C>
Airport Road Associates, Limited Partnership         $207,000        $(32,000)           1990       Completed               27.5

Am-Kent Associates, Ltd.                              171,000         (55,000)           1991       Completed               27.5

Arizona I Limited Partnership                         187,000         (19,000)           1990       Completed                 35

Ashland Investment Group, an Oregon                   195,000         (44,000)           1990       Completed                 50
Limited Partnership

Brantley Housing, Ltd                                  75,000         (13,000)           1992       Completed                 40

Brian's Village Apartments, an Oklahoma               127,000          (3,000)           1990       Completed                 30
Limited Partnership

Candleridge Apartments of Perry, L.P.                 126,000         (18,000)           1992       Completed               27.5

Candleridge Apartments of Runnells, L.P.               98,000          (5,000)           1992       Completed               27.5

Casa Allegre Limited Partnership                      196,000         (13,000)           1990       Completed                 40

Castroville Village, Ltd.                             178,000         (10,000)           1991       Completed                 50

Cherokee Square, L.P.                                 102,000         (22,000)           1990       Completed                 50

Divall Midland Associates Limited Partnership II      154,000         (15,000)           1990       Completed               27.5

Eclectic Housing, Ltd.                                 60,000           2,000            1992       Completed                 40

Elizabeth Square Associates, Ltd.                     185,000         (77,000)           1994       Completed               27.5

Emory Capital, L.P.                                    63,000          (3,000)           1990       Completed               27.5
</TABLE>

                                       56
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>
                                             ---------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 2005
                                             ---------------------------------------------------------------------------------------
                                                                                         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.                                 90,000               (12,000)                1990       Completed               30

Idalou Manor, L.P.                                97,000               (14,000)                1992       Completed               40

Jefferson Capital, L.P.                          102,000               (16,000)                1990       Completed               50

Jefferson Manor, L.P.                            106,000               (12,000)                1990       Completed               50

Lakeview Limited Partnership (1)                 169,000               (38,000)                1991       Completed               35

Littlefield Manor, L.P.                           91,000               (15,000)                1991       Completed               40

Perry County Housing, Ltd.                        66,000               (14,000)                1992       Completed               40

Pine Hill Housing, Ltd.                           69,000               (17,000)                1992       Completed               40

Rociada Partners, Ltd.                           157,000               (19,000)                1990       Completed               40

Wadley Housing, Ltd.                              59,000               (14,000)                1992       Completed               40

Whitewater Woods Limited Partnership             185,000               (15,000)                1991       Completed               35

Willcox Investment Group, an Arizona             155,000               (16,000)                1990       Completed               50
Limited Partnership                       ---------------    -------------------
                                        $      3,470,000   $          (529,000)
                                          ===============    ===================
</TABLE>
(1) Identified on July 13, 2007 for disposition.

                                       57
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>
                                       ---------------------------------    --------------------------------------------------------
                                             As of March 31, 2005                          As of December 31, 2004
------------------------------------------------------------------------    --------------------------------------------------------
                                      Total Investment in   Amount of    Mortgage Balances of                            Net
  Local Limited                           Local Limited  Investment Paid    Local Limited    Buildings &   Accumulated   Book
Partnership Name         Location         Partnerships       to Date         Partnerships      Equipment   Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                      <C>            <C>             <C>               <C>            <C>         <C>
Airport Road          Slidell, Louisiana    $ 334,000       $ 334,000        $ 1,429,000       $1,858,000  $966,000     $893,000
Associates,
Limited

Am-Kent               Amite & Kentwood,       232,000         232,000          1,100,000        1,588,000   759,000      829,000
Associates, Ltd.      Louisiana

Arizona I             Showlow, Arizona        320,000         320,000          1,463,000        1,985,000   734,000    1,251,000
Limited
Partnership

Ashland Investment    Ashland, Oregon         300,000         300,000          1,360,000        1,843,000   555,000    1,288,000
Group, an  Oregon
Limited Partnership

Brantley Housing,     Brantley, Alabama       108,000         108,000            564,000          720,000   259,000      461,000
Ltd.

Brian's Village       Mannford, Oklahoma      176,000         176,000            744,000          993,000   475,000      518,000
Apartments, an
Oklahoma Limited
Partnership

Candleridge           Perry, Iowa              93,000          93,000            578,000          836,000   380,000      457,000
Apartments of
Perry, L.P.
</TABLE>
                                       58
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>
                                       ---------------------------------    --------------------------------------------------------
                                             As of March 31, 2005                          As of December 31, 2004
------------------------------------------------------------------------    --------------------------------------------------------
                                      Total Investment in   Amount of    Mortgage Balances of                                  Net
  Local Limited                           Local Limited  Investment Paid    Local Limited    Buildings &   Accumulated         Book
Partnership Name         Location         Partnerships       to Date         Partnerships      Equipment   Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                      <C>            <C>             <C>               <C>            <C>         <C>
Candleridge
Apartments of         Runnells, Iowa             58,000       58,000            358,000      525,000          237,000        288,000
Runnells, L.P.

Casa Allegre          Las Vegas, New Mexico      318,000      318,000         1,333,000    1,954,000          684,000      1,270,000
Limited
Partnership

Castroville           Castroville, Texas         165,000      165,000           917,000    1,151,000          301,000        850,000
Village, Ltd.

Cherokee Square,      Rogersville, Tennessee     202,000      202,000           959,000    1,229,000          581,000        648,000
L.P.

Associates Limited    Port Washington, Wisconsin 234,000      234,000         1,136,000    1,577,000          842,000        735,000
Partnership II

Eclectic Housing,     Eclectic, Alabama           74,000       74,000           395,000      502,000          174,000        328,000
Ltd.

Elizabeth Square      Raceland, Louisiana        356,000      356,000         1,437,000    2,063,000          929,000      1,134,000
Associates, Ltd.
</TABLE>
                                       59
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>
                                       ---------------------------------    --------------------------------------------------------
                                             As of March 31, 2005                          As of December 31, 2004
------------------------------------------------------------------------    --------------------------------------------------------
                                      Total Investment in   Amount of    Mortgage Balances of                                  Net
  Local Limited                           Local Limited  Investment Paid    Local Limited    Buildings &   Accumulated         Book
Partnership Name         Location         Partnerships       to Date         Partnerships      Equipment   Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>               <C>             <C>           <C>             <C>              <C>             <C>
Emory Capital, L.P.       Emory, Texas        85,000         85,000         363,000          487,000        221,000          266,000

Emory Manor, L.P.         Emory, Texas       128,000        128,000         543,000          746,000        302,000          443,000

Idalou Manor, L.P.        Idalou, Texas      122,000        122,000         609,000          777,000        252,000          526,000

Jefferson Capital, L.P.   Jefferson, Texas   167,000        167,000         703,000          963,000        377,000          585,000

Jefferson Manor, L.P.     Jefferson, Texas   179,000        179,000         751,000        1,008,000        401,000          607,000

Lake View Limited         Beaver Dam,        264,000        264,000       1,219,000        1,589,000        560,000        1,029,000
Partnership (1)           Wisconsin

Littlefield Manor,        Littlefield,       118,000        118,000         584,000          749,000        246,000          503,000
L.P.                      Texas

Perry County Housing,     Uniontown,          82,000         82,000         431,000          539,000        193,000          345,000
L.P.                      Alabama
</TABLE>
                                       60
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>
                                       ---------------------------------    --------------------------------------------------------
                                             As of March 31, 2005                          As of December 31, 2004
------------------------------------------------------------------------    --------------------------------------------------------
                                      Total Investment in   Amount of    Mortgage Balances of                                  Net
  Local Limited                           Local Limited  Investment Paid    Local Limited    Buildings &   Accumulated         Book
Partnership Name         Location         Partnerships       to Date         Partnerships      Equipment   Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                   <C>        <C>           <C>               <C>          <C>             <C>
Pine Hill Housing, Ltd.      Pine Hill, Alabama    105,000    105,000          546,000         688,000     245,000           443,000

Rociada Partners Ltd.        Hereford, Texas       154,000    154,000          921,000         717,000     329,000           592,000

Wadley Housing, Ltd.         Wadley, Alabama        76,000     76,000          539,000         432,000     195,000           344,000

Whitewater Woods Limited     Whitewater,           301,000    301,000        1,302,000       1,695,000     610,000         1,085,000
Partnership                  Wisconsin

Willcox Investment Group, an
Arizona Limited Partnership  Willcox, Arizona      245,000    245,000        1,040,000       1,338,000     422,000           916,000
                                               ------------ ---------      ------------   -----------   -----------   --------------
                                                $4,996,000 $4,996,000      $23,013,000     $30,863,000 $12,229,000       $18,634,000
                                               ============ =========     ============    ============ ============   ==============
</TABLE>
(1) Identified on July 13, 2007 for disposition.

                                       61
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>
                                           -----------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 2004
                                           -----------------------------------------------------------------------------------------
                                                                                        Year Investment             Estimated Useful
  Local Limited Partnership Name           Rental Income            Net Income\(Loss)       Acquired        Status      Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                     <C>                     <C>              <C>                <C>
Airport Road Associates, Limited           $  198,000                 $  (84,000)            1990           Completed           27.5

Am-Kent Associates, Ltd.                      172,000                    (48,000)            1991           Completed           27.5

Arizona I Limited Partnership                 164,000                    (55,000)            1990           Completed             35

Ashland Investment Group, an                  184,000                    (43,000)            1990           Completed             50
Oregon Limited Partnership

Brantley Housing, Ltd.                         75,000                    (14,000)            1992           Completed             40

Brian's Village Apartments,                   107,000                    (34,000)            1990           Completed             30
an Oklahoma Limited Partnership

Candleridge Apartments of Perry, L.P.         128,000                    (13,000)            1992           Completed           27.5

Candleridge Apartments of Runnells, L.P.       96,000                    (11,000)            1992           Completed           27.5

Casa Allegre Limited Partnership              196,000                     (9,000)            1990           Completed             40

Castroville Village, Ltd.                     179,000                    (11,000)            1991           Completed             50

Cherokee Square, L.P.                          97,000                    (31,000)            1990           Completed             50

Divall Midland Associates Limited             145,000                    (51,000)            1990           Completed           27.5
Partnership II

Eclectic Housing, Ltd.                         60,000                      6,000             1992           Completed             40

Elizabeth Square Associates, Ltd.             184,000                    (62,000)            1994           Completed           27.5

Emory Capital, L.P.                            59,000                     (6,000)            1990           Completed           27.5
</TABLE>
                                       62
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>
                                           -----------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 2004
                                           -----------------------------------------------------------------------------------------
                                                                                        Year Investment             Estimated Useful
  Local Limited Partnership Name           Rental Income            Net Income\(Loss)       Acquired        Status      Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                     <C>                     <C>              <C>                <C>
Emory Manor, L.P.                             87,000                      (15,000)           1990           Completed             30

Idalou Manor, L.P.                            97,000                       (2,000)           1992           Completed             40

Jefferson Capital, L.P.                      106,000                       (2,000)           1990           Completed             50

Jefferson Manor, L.P.                        105,000                        1,000            1990           Completed             50

Lake View Limited Partnership (1)            165,000                      (10,000)           1991           Completed             35

Littlefield Manor, L.P.                       91,000                       (2,000)           1991           Completed             40

Perry County Housing, Ltd.                    60,000                       (8,000)           1992           Completed             40

Pine Hill Housing, Ltd.                       73,000                      (29,000)           1992           Completed             40

Rociada Partners Ltd.                        158,000                      (20,000)           1990           Completed             40

Wadley Housing, Ltd.                          55,000                       (9,000)           1992           Completed             40

Whitewater Woods Limited                     187,000                      (43,000)           1991           Completed             35
Partnership

Willcox Investment Group,                    154,000                      (11,000)           1990           Completed             50
                                          ----------                    ----------
an Arizona Limited Partnership            $3,382,000                    $(616,000)
</TABLE>
(1) Identified on July 13, 2007 for disposition.

                                       63
<PAGE>
                                   SIGNATURES

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

WNC HOUSING TAX CREDIT FUND II, L.P.

By:      WNC & Associates, Inc.,
         General Partner




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

Date: August 17, 2007

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




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

Date: August 17, 2007




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

Date:  August 17, 2007




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

Date:   August 17, 2007




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

Date:   August 17, 2007

                                       64