FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                    For the fiscal year ended March 31, 2002

                                       OR


      o 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.

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

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

                                 (714) 662-5565

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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST

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

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

                                       1
<PAGE>


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

                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE

                                       2

<PAGE>


PART I

Item 1.  Business

Organization

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

The  general  partner of the  Partnership  is WNC  Financial  Group,  L.P.  (the
"General Partner").  The general partners of WNC Financial Group, L.P. are WNC &
Associates,  Inc.  ("Associates")  and Wilfred N. Cooper, Sr. Wilfred N. Cooper,
Sr., through the Cooper Revocable Trust, owns 93.65% of the outstanding stock of
Associates.  Wilfred N. Cooper, Jr., President of Associates,  owns 3.01% of the
outstanding  stock of Associates.  The business of the  Partnership is conducted
primarily through Associates, as the Partnership has no employees of its own.

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

Description of Business

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

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

                                       3
<PAGE>


As of March 31, 2002, the Partnership had invested in twenty-seven Local Limited
Partnerships.  Each of these Local Limited  Partnerships  owns a Housing Complex
that is eligible  for the  federal  Low Income  Housing  Credit.  Certain  Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

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

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

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

Item 2.  Properties

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


                                       4
<PAGE>


<TABLE>
<CAPTION>

                                                         -------------------------   -----------------------------------------------
                                                            As of March 31, 2002               As of December 31, 2001
                                                         -------------------------   -----------------------------------------------
                                                           Partnership's                                    Estimated   Encumbrances
                                                          Total Investment   Amount of                      Low Income      of Local
                                   General Partner         In Local Limited  Investment  Number              Housing        Limited
 Partnership Name      Location        Name                Partnerships    Paid to Date  Of Units Occupancy  Credits    Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>          <C>                   <C>           <C>                 <C>      <C>  <C>            <C>

Airport Road                        Clifford E. Olsen,
Associates,            Slidell,     Olsen Securities
Limited                Louisiana    Corporation           $  334,000    $   334,000         40        97% $    695,000   $ 1,441,000

Am-Kent                Amite &
Associates,            Kentwood,    Olsen Securities
Ltd.                   Louisiana    Corporation              232,000        232,000         32       100%      585,000     1,111,000

                                    Western States Housing
Arizona I Limited      Showlow,     Corporation and Joe W.
Partnership            Arizona      Roberts Company          320,000        320,000         42        93%      617,000     1,477,000

Ashland Investment
Group, an Oregon       Ashland,     Ronald D.
Limited Partnership    Oregon       Bettencourt              300,000        300,000         40        97%      666,000     1,375,000

Brantley                            Thomas H. Cooksey and
Housing,               Brantley,    Apartment Developers,
Ltd.                   Alabama      Inc.                     108,000        108,000         19        79%      287,000       570,000

Brian's Village
Apartments, an                      Robert W. Green and
Oklahoma Limited       Mannford,    Emerald Development
Partnership.           Oklahoma     Co., Inc.                176,000        176,000         28       100%      374,000       751,000

Candleridge
Apartments of          Perry,
Perry,L.P.             Iowa         Eric A Sheldahl           93,000         93,000         23        96%      224,000       587,000

Candleridge
Apartments of          Runnells,
Runnells, L.P.         Iowa         Eric A. Sheldahl          58,000         58,000         15        93%      141,000       368,000
</TABLE>

                                       5
<PAGE>


<TABLE>
<CAPTION>

                                                         -------------------------   -----------------------------------------------
                                                            As of March 31, 2002               As of December 31, 2001
                                                         -------------------------   -----------------------------------------------
                                                           Partnership's                                    Estimated   Encumbrances
                                                          Total Investment   Amount of                      Low Income      of Local
                                   General Partner         In Local Limited  Investment  Number              Housing        Limited
 Partnership Name      Location        Name                Partnerships    Paid to Date  Of Units Occupancy  Credits    Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>          <C>                      <C>            <C>             <C>      <C>       <C>         <C>
                                    Western States
Casa Allegre                        Housing Corporation,
Limited                Las Vegas,   ABO Corporation and
Partnership            New Mexico   Alan D. Nofsker          318,000        318,000         42        98%      635,000     1,368,000

Castroville Village,   Castroville, Doublekaye Corp and
Ltd.                   Texas        Gary L. Kersch           165,000        165,000         40        95%      426,000       938,000

Cherokee Square,       Rogersville, Douglas B. Parker and
L.P.                   Tennessee    Billy D. Cobb            202,000        202,000         31        94%      418,000       970,000

Divall Midland
Associates Limited     Port Washington,
Partnership II         Wisconsin    Gary J. DiVall           234,000        234,000         32        88%      489,000     1,149,000

Eclectic                            Thomas H. Cooksey and
Housing,               Eclectic,    Apartment Developers,
Ltd.                   Alabama      Inc.                      74,000         74,000         15       100%      216,000       406,000

Elizabeth Square       Raceland,    Olsen Securities
Associates, Ltd.       Louisiana    Corp.                    356,000        356,000         48       100%      748,000     1,459,000

Emory Capital,         Emory,       1600 Capital Company,
L.P.                   Texas        Inc.                      85,000         85,000         16        94%      175,000       367,000

Emory Manor,           Emory,       1600 Capital Company,
L.P.                   Texas        Inc.                     128,000        128,000         24        96%      206,000       548,000

Idalou Manor,          Idalou,      1600 Capital Company,
L.P.                   Texas        Inc.                     122,000        122,000         24       100%      290,000       615,000

Jefferson Capital,     Jefferson,   1600 Capital Company,
L.P.                   Texas        Inc.                     167,000        167,000         30        93%      269,000       709,000
</TABLE>

                                       6
<PAGE>


<TABLE>
<CAPTION>

                                                         -------------------------   -----------------------------------------------
                                                            As of March 31, 2002               As of December 31, 2001
                                                         -------------------------   -----------------------------------------------
                                                           Partnership's                                    Estimated   Encumbrances
                                                          Total Investment   Amount of                      Low Income      of Local
                                   General Partner         In Local Limited  Investment  Number              Housing        Limited
 Partnership Name      Location        Name                Partnerships    Paid to Date  Of Units Occupancy  Credits    Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>          <C>                  <C>            <C>                <C>       <C>   <C>          <C>
Jefferson Manor,       Jefferson,   1600 Capital Company,
L.P.                   Texas        Inc.                     179,000        179,000         32        97%      362,000       758,000

Lakeview Limited                    Thomas G. Larson,
Limited                Beaver Dam,  William H. Larson, and
Partnership            Wisconsin    Raymond L. Tetzlaff      264,000        264,000         40       100%      528,000     1,231,000

Littlefield Manor,     Littlefield, 1600 Capital Company,
L.P.                   Texas        Inc.                     117,000        117,000         24       100%      280,000       590,000

Perry County                        Thomas H. Cooksey and
Housing,               Uniontown,   Apartment Developers,
Ltd.                   Alabama      Inc.                      82,000         82,000         15        93%      215,000       436,000

Pine Hill                           Thomas H. Cooksey and
Housing,               Pine Hill,   Apartment Developers,
Ltd.                   Alabama      Inc.                     105,000        105,000         19        68%      267,000       556,000

Rociada Partners       Hereford,    Richard Lee (Rick)
Ltd.                   Texas        Brown                    154,000        154,000         28        89%      316,000       725,000

Wadley                              Thomas H. Cooksey and
Housing,               Wadley,      Apartment Developers,
Ltd                    Alabama      Inc.                      76,000         76,000         15        73%      213,000       436,000

Whitewater Woods                    Thomas G. Larson,
Limited                Whitewater,  William H. Larson, and
Partnership            Wisconsin    Raymond L. Tetzlaff      301,000        301,000         40        97%      603,000     1,287,000

Willcox Investment
Group, an Arizona      Willcox,
Limited Partnership    Arizona      John P. Casper           246,000        246,000         30        97%      490,000     1,052,000
                                                         ------------   -----------       -----      ----  -----------  ------------
                                                         $ 4,996,000    $ 4,996,000        784        90%  $10,735,000  $ 23,280,000
                                                         ============   ===========       =====      ====  ===========  ============
</TABLE>


                                       7
<PAGE>


<TABLE>
<CAPTION>
                                             -----------------------------------------------------------------------
                                                              For the year ended December 31, 2001
                                             -----------------------------------------------------------------------
                                                                                                Low Income Housing
                                                                                                 Credits Allocated
                 Partnership Name        Rental Income       Net Income(Loss)                       to Partnership
--------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>                                     <C>
Airport Road Associates, Limited            $166,000           $ (65,000)                              99%

Am-Kent Associates, Ltd.                     137,000             (73,000)                              99%

Arizona I Limited Partnership                165,000             (24,000)                              99%

Ashland Investment Group, an
Oregon Limited Partnership                   159,000              (7,000)                              99%

Brantley Housing, Ltd.                        63,000              (4,000)                              99%

Brian's Village Apartments, an
Oklahoma Limited Partnership.                110,000             (24,000)                              99%

Candleridge Apartments of
Perry, L.P.                                  124,000             (14,000)                              99%

Candleridge Apartments of
Runnells, L.P.                                90,000             (13,000)                              99%

Casa Allegre Limited Partnership             171,000             (15,000)                              99%

Castroville Village, Ltd.                    162,000             (45,000)                              99%

Cherokee Square, L.P.                         89,000             (25,000)                              99%

Divall Midland Associates
Limited Partnership II                       129,000             (41,000)                              99%

Eclectic Housing, Ltd.                        48,000              (2,000)                              99%

Elizabeth Square Associates,
Ltd.                                         170,000             (61,000)                              99%

Emory Capital, L.P.                           57,000              (5,000)                              99%

Emory Manor, L.P.                             81,000             (13,000)                              99%

Idalou Manor, L.P.                            83,000             (16,000)                              99%

Jefferson Capital, L.P.                       97,000              (2,000)                              99%

Jefferson Manor, L.P.                         98,000              (9,000)                              99%

Lakeview Limited Partnership                 152,000             (28,000)                              99%

Littlefield Manor, L.P.                       79,000             (12,000)                              99%
</TABLE>


                                       8
<PAGE>
<TABLE>
<CAPTION>
                                             -----------------------------------------------------------------------
                                                              For the year ended December 31, 2001
                                             -----------------------------------------------------------------------
                                                                                                Low Income Housing
                                                                                                 Credits Allocated
                 Partnership Name        Rental Income       Net Income(Loss)                       to Partnership
--------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>                                     <C>
Perry County Housing, Ltd.                    45,000             (11,000)                              99%

Pine Hill Housing, Ltd.                       59,000             (10,000)                              99%

Rociada Partners Ltd.                        139,000             (28,000)                              99%

Wadley Housing, Ltd.                          42,000             (18,000)                              99%

Whitewater Woods Limited
Partnership                                  172,000             (35,000)                              99%

Willcox Investment Group, an
Arizona Limited Partnership                  116,000             (21,000)                              99%
                                         -----------           ----------
                                         $3,003,000            $(621,000)
                                         ===========           ==========
</TABLE>

                                       9

<PAGE>




Item 3.  Legal Proceedings

NONE.

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

NONE.

PART II.

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

Item 5a.

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

(b)  At March 31, 2002, there were 583 Limited Partners.

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

(d)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2002.

Item 5b.

NOT APPLICABLE

Item 6.  Selected Financial Data

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

                                             March 31                              December 31
                         --------------------------------------------------  ------------------------
                               2002         2001         2000         1999         1998         1997
                         -----------  -----------  -----------  -----------  -----------  -----------
<S>                    <C>          <C>          <C>          <C>          <C>          <C>
ASSETS
Cash and cash
equivalents            $    127,554 $    136,626 $    150,827 $    175,658 $    175,192 $    181,313
Investments in
   limited
   partnerships, net        418,246      622,522    1,049,680    1,460,945    1,533,952    1,828,770
                         -----------  -----------  -----------  -----------  -----------  -----------
                       $    545,800 $    759,148 $  1,200,507 $  1,636,603 $  1,709,144 $  2,010,083
                         ===========  ===========  ===========  ===========  ===========  ===========
LIABILITIES
Accrued fees and
   expenses due to
   general partner
   and affiliates      $  1,473,564 $  1,335,561 $  1,194,613 $  1,055,204 $  1,019,071 $    871,377

PARTNERS' (DEFICIT)
   EQUITY                  (927,764 )   (576,413 )      5,894      581,399      690,073    1,138,706
                         -----------  -----------  -----------  -----------  -----------  -----------
                       $    545,800 $    759,148 $  1,200,507 $  1,636,603 $  1,709,144 $  2,010,083
                         ===========  ===========  ===========  ===========  ===========  ===========
</TABLE>
                                       10

<PAGE>

Selected results of operations, cash flows, and other information for the
Partnership is as follows for the periods indicated:
<TABLE>
<CAPTION>
                                  For the Years Ended              For the Three Months       For the Years Ended
                                        March 31                      Ended March 31              December 31
                          -------------------------------------   -----------------------   ------------------------
                             2002         2001         2000         1999         1998         1998          1997
                          -----------  -----------   ----------   -----------   ----------   ----------   -----------
                                                                               (Unaudited

<S>                     <C>             <C>       <C>           <C>           <C>          <C>          <C>
Loss from operations    $   (163,302)   (180,074) $   (190,926) $    (46,381) $   (40,643) $  (181,052) $   (173,718)
Equity in loss from
   limited
   partnerships             (188,049)   (402,233)     (384,579)      (62,293)     (70,760)    (267,581)     (143,021)
                          -----------  -----------   ----------   -----------   ----------- ----------   -----------

Net loss                $   (351,351)   (582,307) $   (575,505) $   (108,674) $  (111,403) $  (448,633) $   (316,739)
                          ===========  ===========   ==========   ===========   ==========   ==========   ===========
Net loss allocated to:
   General partner      $     (3,514)     (5,823) $     (5,755) $     (1,087) $    (1,114) $    (4,486) $     (3,167)
                          ===========  ===========   ==========   ===========   ==========   ==========   ===========
   Limited partners     $   (347,837)   (576,484) $   (569,750) $   (107,587) $  (110,289) $  (444,147) $   (313,572)

                          ===========  ===========   ==========   ===========    ==========   ==========   ==========
Net loss per limited
   partner unit         $     (49.69)     (82.35) $     (81.39) $     (15.37) $    (15.76) $    (63.45) $     (44.80)
                          ===========  ===========   ==========   ===========   ==========   ==========   ==========
  Outstanding
   weighted limited
   partner units               7,000       7,000         7,000         7,000        7,000        7,000         7,000
                          ===========  ===========   ==========   ===========   ==========   ==========   ===========
</TABLE>
<TABLE>
<CAPTION>
                                  For the Years Ended              For the Three Months       For the Years Ended
                                        March 31                      Ended March 31              December 31
                          -------------------------------------   -----------------------   ------------------------
                             2002         2001         2000         1999         1998         1998          1997
                          -----------  -----------  -----------   ----------   ----------   ----------   -----------
                                                                               (Unaudited

<S>                     <C>           <C>          <C>           <C>          <C>          <C>         <C>
Net cash provided by
   (used in):
   Operating
activities              $    (16,958) $   (17,774) $    (30,165) $    (4,910) $     3,849  $   (12,006)$    (39,229)
   Investing
activities                     7,886        3,573         5,334        5,376        2,545        5,885       12,239
                          -----------  -----------  -----------   ----------   ----------   ----------   -----------
Net change in cash
  and cash equivalents        (9,072)     (14,201)      (24,831)         466        6,394       (6,121)     (26,990)

Cash and cash
  equivalents,
  beginning of period        136,626      150,827       175,658      175,192      181,313      181,313      208,303
                          -----------  -----------  -----------   ----------   ----------   ----------   -----------
Cash and cash
  equivalents, end of
  period                $    127,554  $   136,626  $    150,827  $   175,658  $   187,707  $   175,192 $    181,313
                          ===========  ===========  ===========   ==========   ==========   ==========   ===========
</TABLE>

Low Income Housing Credit per Unit was as follows for the year ended December31:
<TABLE>
<CAPTION>
                             2002           2001             2000              1999             1998              1997
                          ------------   ------------   ---------------    -------------    --------------    -------------
<S>                     <C>            <C>            <C>                <C>              <C>               <C>
Federal                 $          54  $         120  $            145   $          145   $           145   $          145
State                               -              -                 -                -                 -                -
                          ------------   ------------   ---------------    -------------    --------------    -------------
Total                   $          54  $         120  $            145   $          145   $           145   $          145
                          ============   ============   ===============    =============    ==============    =============
</TABLE>
Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

Financial Condition

The  Partnership's  assets at March 31, 2002 consisted  primarily of $128,000 in
cash and aggregate investments in the twenty-seven Local Limited Partnerships of
$418,000.  Liabilities  at March 31, 2002  primarily  consisted of $1,472,000 of
accrued annual management fees due to the General Partner.

                                       11
<PAGE>

Results of Operations

Year  Ended  March  31,  2002  Compared  to  Year  Ended  March  31,  2001.  The
Partnership's  net  loss for the  year  ended  March  31,  2002 was  $(351,000),
reflecting  a decrease of $231,000  from the net loss  experienced  for the year
ended March 31, 2001.  The decrease in net loss is primarily due to the decrease
in the equity in losses from limited partnerships which decreased by $214,000 to
$(188,000) for the year ended March 31, 2002 from  $(402,000) for the year ended
March 31, 2001 due to a reduction of the write-off of acquisition fees and costs
in the current year related to the investments that have reached a zero balance,
along with a decrease  in loss from  operations  which  decreased  by $17,000 to
$(163,000) for the year ended March 31, 2001 from  $(180,000) for the year ended
March 31, 2001 due to lower operating expenses.

Year  Ended  March  31,  2001  Compared  to  Year  Ended  March  31,  2000.  The
Partnership's  net  loss  for the  year  ended  March  31,2001  was  $(582,000),
reflecting  an increase of $(7,000) from the net loss  experienced  for the year
ended March 31, 2000.  The increase in net loss is primarily due to the increase
in the equity in losses from limited  partnerships  which increased by $(17,000)
to  $(402,000)  for the year ended March 31, 2001 from  $(385,000)  for the year
ended  March  31,  2000  offset by a  decrease  in loss  from  operations  which
decreased  by  $11,000 to  $(180,000)  for the year  ended  March 31,  2001 from
$(191,000) for the year ended March 31, 2000 due to lower operating expenses.

Cash Flows

Year Ended March 31, 2002  Compared to Year Ended March 31, 2001.  Net cash used
during the year ended March 31, 2002 was $(9,000), compared to net cash used for
the year ended March 31, 2001 of  $(14,000).  The reduction in cash used was due
primarily to an increase in distributions from limited partnerships.

Year Ended March 31, 2001  Compared to Year Ended March 31, 2000.  Net cash used
during the year ended  March 31, 2001 was  $(14,000),  compared to net cash used
for the year ended March 31, 2000 of $(25,000).  The change was due primarily to
a decrease in cash paid to the General Partner or affiliates.

During the years ended March 31, 2002, 2001 and 2000,  accrued  payables,  which
consist  primarily of related party  management fees due to the General Partner,
increased by $138,000, $141,000 and $139,000,  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.

The Partnership  expects its future cash flows,  together with its net available
assets at March 31, 2002, to be  sufficient  to meet all  currently  foreseeable
future cash requirements.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data

                                       12
<PAGE>









               Report of Independent Certified Public Accountants


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


We have audited the  accompanying  balance sheets of WNC Housing Tax Credit Fund
II, L.P. (a California Limited  Partnership) (the "Partnership") as of March 31,
2002 and 2001,  and the  related  statements  of  operations,  partners'  equity
(deficit)  and cash flows for the years  ended  March 31,  2002,  2001 and 2000.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based  on  our  audits.  A  significant  portion  of  the  financial
statements of the limited  partnerships  in which the  Partnership  is a limited
partner were audited by other  auditors whose reports have been furnished to us.
As discussed in Note 2 to the financial statements, the Partnership accounts for
its investments in limited  partnerships using the equity method. The portion of
the Partnership's  investment in limited  partnerships audited by other auditors
represented  59% and 62%, of the total  assets of the  Partnership  at March 31,
2002 and 2001,  respectively.  Our opinion, insofar as it relates to the amounts
included in the financial  statements  for the limited  partnerships  which were
audited by others, is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  We believe that our audits and the reports of
the other auditors provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of WNC  Housing Tax Credit Fund II, L.P. (A  California
Limited  Partnership)  as of March 31,  2002 and 2001,  and the  results  of its
operations and its cash flows for the years ended March 31, 2002, 2001 and 2000,
in conformity with accounting principles generally accepted in the United States
of America.



                                                 /s/BDO SEIDMAN, LLP
                                                    BDO SEIDMAN, LLP

Orange County, California
May 28, 2002

                                       13
<PAGE>


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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>



                                                                           March 31
                                                                 ------------------------------
                                                                     2002             2001
                                                                 --------------   -------------
<S>                                                            <C>              <C>
ASSETS

Cash and cash equivalents                                      $       127,554  $      136,626
Investments in limited partnerships, net (Notes 2 and 3)               418,246         622,522
                                                                 --------------   -------------
                                                               $       545,800  $      759,148
                                                                 ==============   =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
   Accrued fees and expenses due to General Partner and
     affiliates (Note 3)                                       $     1,473,564  $    1,335,561
                                                                 --------------   -------------
Commitments and contingencies

Partners' equity (deficit):
    General partner                                                    (68,820)        (65,306)
    Limited partners (12,000 units authorized; 7,000 units
     issued and outstanding)                                          (858,944)       (511,107)
                                                                 --------------   -------------
      Total partners' equity (deficit)                                (927,764)       (576,413)
                                                                 --------------   -------------
                                                               $       545,800  $      759,148
                                                                 ==============   =============
</TABLE>

                 See accompanying notes to financial statements
                                       14

<PAGE>


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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                          For the Years Ended
                                                               March 31
                                           ------------------------------------------------
                                               2002              2001             2000
                                           --------------    -------------    -------------
<S>                                      <C>               <C>              <C>
Interest income                          $         3,192   $          701   $        5,418
Distribution income                               12,032            5,549            2,500
Dividend income                                        -            5,134            3,029
                                           --------------    -------------    -------------
    Total income                                  15,224           11,384           10,947
                                           --------------    -------------    -------------
Operating expenses:
   Amortization (Notes 2 and 3)                    8,341           21,352           21,352
   Asset management fees (Note 3)                144,902          144,904          144,902
   Other                                          25,283           25,202           35,619
                                           --------------    -------------    -------------
    Total operating expenses                     178,526          191,458          201,873
                                           --------------    -------------    -------------
Loss from operations                            (163,302)        (180,074)        (190,926)

Equity in losses of limited
    partnerships (Note 2)                       (188,049)        (402,233)        (384,579)
                                           --------------    -------------    -------------
Net loss                                 $      (351,351)  $     (582,307)  $     (575,505)
                                           ==============    =============    =============
Net loss allocated to:
   General partner                       $        (3,514)  $       (5,823)  $       (5,755)
                                           ==============    =============    =============
   Limited partners                      $      (347,837)  $     (576,484)  $     (569,750)
                                           ==============    =============    =============
Net loss per limited partnership unit    $        (49.69)  $       (82.35)  $       (81.39)
                                           ==============    =============    =============
Outstanding weighted limited partner
  units                                            7,000            7,000            7,000
                                           ==============    =============    =============
</TABLE>


                 See accompanying notes to financial statements
                                       15
<PAGE>


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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                For The Years Ended March 31, 2002, 2001 and 2000
<TABLE>
<CAPTION>


                                                               General             Limited             Total
                                                               Partner             Partners
                                                            ---------------     ---------------    ---------------

<S>                                                       <C>                <C>                <C>
Partners' equity (deficit) at March 31, 1999              $        (53,728)  $        635,127   $        581,399

Net loss                                                            (5,755)          (569,750)          (575,505)
                                                            ---------------     ---------------    ---------------

Partners' equity (deficit) at March 31, 2000                       (59,483)            65,377              5,894

Net loss                                                            (5,823)          (576,484)          (582,307)
                                                            ---------------     ---------------    ---------------

Partners' deficit at March 31, 2001                                (65,306)          (511,107)          (576,413)

Net loss                                                            (3,514)          (347,837)           351,351)
                                                            ---------------     ---------------    ---------------
Partners' deficit at March 31, 2002                       $        (68,820)  $       (858,944)  $       (927,764)
                                                            ===============     ===============    ===============

                 See accompanying notes to financial statements
</TABLE>

                                       16
<PAGE>


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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                       For the Years Ended March 31
                                               ------------------------------------------------
                                                   2002             2001              2000
                                               -------------    --------------    -------------
<S>                                          <C>              <C>               <C>
Cash flows from operating activities:
   Net loss                                  $     (351,351)  $      (582,307)  $     (575,505)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
     Amortization                                     8,341            21,352           21,352
     Equity in losses of limited
       partnerships                                 188,049           402,233          384,579
     Increase in accrued fees and
       expenses due to general partner
       and affiliates                               138,003           140,948          139,409
                                               -------------    --------------    -------------
Net cash used in operating activities               (16,958)          (17,774)         (30,165)
                                               -------------    --------------    -------------
Cash flows from investing activities:
   Distributions from limited
     partnerships                                     7,886             3,573            5,334
                                               -------------    --------------    -------------
Net decrease in cash and
  cash equivalents                                   (9,072)          (14,201)         (24,831)

Cash and cash equivalents, beginning of
   period                                           136,626           150,827          175,658
                                               -------------    --------------    -------------
Cash and cash equivalents, end of period     $      127,554   $       136,626   $      150,827
                                               =============    ==============    =============
SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION

     Taxes paid                              $          800   $           800   $          800
                                               =============    ==============    =============
</TABLE>
                 See accompanying notes to financial statements

                                       17
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                For The Years Ended March 31, 2002, 2001 and 2000



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Organization
------------

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

The general partner is WNC Financial Group, L.P., a California  partnership (the
"General  Partner")  of the  Partnership.  WNC &  Associates,  Inc.  ("WNC") and
Wilfred N.  Cooper,  Sr. are the  partners  of the General  Partner.  Wilfred N.
Cooper,  Sr., through the Cooper Revocable Trust, owns 93.65% of the outstanding
stock of WNC.  Wilfred  N.  Cooper,  Jr.,  President  of WNC,  owns 3.01% of the
outstanding stock of WNC.

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

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

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

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


                                       18
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000



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

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

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

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

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

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership  in  acquiring  the  investments  are  capitalized  as  part  of the
investment account and are being amortized over 30 years (see Notes 2 and 3).

Losses from Local Limited  Partnerships for the years ended March 31, 2002, 2001
and 2000 have been recorded by the Partnership  based on nine months of reported
results  provided  by the  Local  Limited  Partnerships  and on three  months of
results  estimated by management of the  Partnership.  Losses from Local Limited
Partnerships  allocated to the Partnership are not recognized to the extent that
the  investment  balance would be adjusted below zero. 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).

                                       19

<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000




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

Offering Expenses
-----------------

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

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

The preparation of financial statements in conformity with 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  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
March  31,  2002  and  2001,  the  Partnership  had cash  equivalents  of $0 and
$129,950, respectively.

Concentration of Credit Risk
----------------------------

At March 31,  2002,  the  Partnership  maintained  a cash balance at a financial
institution in excess of the federally insured maximum.

Net Loss Per Limited Partner Unit
---------------------------------

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

Reporting Comprehensive Income
------------------------------

The  Statement of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all years presented, as defined by SFAS No. 130.

New Accounting Pronouncement
----------------------------

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("SFAS
144"), which addresses  accounting and financial reporting for the impairment or
disposal of long-lived assets.  SFAS 144 is effective for fiscal years beginning
after  December 15, 2001,  and generally,  is to be applied  prospectively.  The
Partnership  has not yet completed  its  evaluation of the impact of SFAS 144 on
its financial position or results of operations.

                                       20
<PAGE>


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

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

The Partnership's  investment in Local Limited Partnerships shown in the balance
sheets at March 31, 2002 and 2001 are  approximately  $1,884,000 and $1,462,000,
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  costs  related  to  the
acquisition of the investments  which have been capitalized in the Partnership's
investment  account.  Capitalized  costs are being amortized over 30 years.  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 losses
recorded by the Partnership for the three month period ended March 31.

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

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

At March 31, 2002 and 2001,  the  investment  accounts in certain  Local Limited
Partnerships  have  reached  a zero  balance.  Consequently,  a  portion  of the
Partnership's  estimate  of its share of losses  for the years  ended  March 31,
2002, 2001 and 2000 amounting to approximately $430,845,  $209,414 and $373,135,
respectively,  have not been  recognized.  As of March 31, 2002,  the  aggregate
share of net losses not recognized by the Partnership amounted to $1,681,940.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>
                                                                           For the Years Ended March 31
                                                                 -------------------------------------------------
                                                                     2002             2001              2000
                                                                 --------------   --------------    --------------
<S>                                                            <C>              <C>               <C>
Investments per balance sheet, beginning of period             $       622,522  $     1,049,680   $     1,460,945
Equity in losses of limited partnerships                              (188,049)        (402,233)         (384,579)
Distributions received from limited partnerships                        (7,886)          (3,573)           (5,334)
Amortization of capitalized acquisition fees and costs                  (8,341)         (21,352)          (21,352)
                                                                 --------------   --------------    --------------
Investments per balance sheet, end of period                   $       418,246  $       622,522   $     1,049,680
                                                                 ==============   ==============    ==============
</TABLE>

                                       21

<PAGE>


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

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

                        COMBINED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                     2001               2000
                                                                                ---------------    ---------------

<S>                                                                           <C>                <C>
ASSETS

Buildings and improvements, net of accumulated
   depreciation as of December 31, 2001 and 2000 of
   $9,667,000 and $8,832,000, respectively                                    $     19,603,000   $     20,377,000
Land                                                                                 1,354,000          1,354,000
Other assets                                                                         2,114,000          2,068,000
                                                                                ---------------    ---------------

                                                                              $     23,071,000   $     23,799,000
                                                                                ===============    ===============

LIABILITIES

Mortgage loan payable                                                         $     23,280,000   $     23,363,000
Due to related parties                                                                 198,000            194,000
Other liabilities                                                                      388,000            375,000
                                                                                ---------------    ---------------

                                                                                    23,866,000         23,932,000
                                                                                ---------------    ---------------

PARTNERS' CAPITAL (DEFICIT)

WNC Housing Tax Credit Fund II, L.P.                                                (1,466,000)          (839,000)
Other partners                                                                         671,000            706,000
                                                                                ---------------    ---------------

                                                                                      (795,000)          (133,000)
                                                                                ---------------    ---------------

                                                                              $     23,071,000   $     23,799,000
                                                                                ===============    ===============
</TABLE>

                                       22

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000


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

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                 2001               2000                1999
                                                            ---------------    ---------------     ---------------
<S>                                                       <C>                <C>                 <C>
Total revenues, including interest and rent
   subsidies                                              $      3,117,000   $      3,100,000    $      2,958,000
                                                            ---------------    ---------------     ---------------

Expenses:
   Operating expenses                                            2,223,000          2,160,000           2,035,000
   Interest expense                                                679,000            696,000             619,000
   Depreciation and amortization                                   836,000            851,000           1,044,000
                                                            ---------------    ---------------     ---------------

         Total expenses                                          3,738,000          3,707,000           3,698,000
                                                            ---------------    ---------------     ---------------

Net loss                                                  $       (621,000)  $       (607,000)   $       (740,000)
                                                            ===============    ===============     ===============

Net loss allocable to the Partnership                     $       (615,000)  $       (601,000)   $       (733,000)
                                                            ===============    ===============     ===============

Net loss recorded by the Partnership                      $       (188,000)  $       (402,000)   $       (385,000)
                                                            ===============    ===============     ===============
</TABLE>

Certain Local Limited Partnerships 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 impaired,  and the loss
and recapture of the related 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 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 $531,393 and $480,661 as of March 31, 2002
     and 2001,  respectively.  Of the accumulated  amortization  recorded on the
     balance  sheet at March 31,  2001,  $272,691  of the  related  expense  was
     reflected as equity in losses of limited  partnerships  on the statement of
     operations  during the fourth  quarter of the year ended  March 31, 2001 to
     reduce the respective net acquisition fee component of investments in local
     limited  partnerships  to zero for those Local Limited  Partnerships  which
     would  otherwise be below a zero  balance.  During the year ended March 31,
     2002 an additional $42,391 was recognized under the same methodology.

     Reimbursement  of costs incurred by an affiliate of WNC in connection  with
     the acquisition of Local Limited  Partnerships.  These  reimbursements have
     not  exceeded  1.7% of the  gross  proceeds.  As of the end of all  periods
     presented,  the Partnership had incurred acquisition costs of $10,581 which
     have been included in  investments in limited  partnerships.  At the end of
     all periods presented, accumulated amortization amounted to $10,581. Of the
     accumulated  amortization  recorded on the balance sheet at March 31, 2001,
     $6,631 of the related  expense was reflected as equity in losses of limited
     partnerships  on the statement of operations  during the fourth  quarter of
     the year ended March 31, 2001 to reduce the respective net  acquisition fee
     component of  investments  in local  limited  partnerships  to zero for the
     Local Limited Partnerships which would otherwise be below a zero balance.

                                       23
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000


NOTE 3 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

     An annual  management fee equal to 0.5% of the invested assets of the Local
     Limited  Partnerships,  including the Partnership's  allocable share of the
     mortgages. Management fees of $144,902, $144,904 and $144,902 were incurred
     during the years  ended March 31,  2002,  2001 and 2000,  respectively,  of
     which $5,250,  $7,000 and $2,500 were paid during the years ended March 31,
     2002, 2001 and 2000, respectively.

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

The accrued fees and expenses due to General  Partner and affiliates  consist of
the following at:
<TABLE>
<CAPTION>
                                                                                    March 31
                                                                        ----------------------------------

                                                                             2002               2001
                                                                        ---------------    ---------------

<S>                                                                   <C>                <C>
Advances from WNC                                                     $          1,365   $          3,014

Asset management fee payable                                                 1,472,199          1,332,547
                                                                        ---------------    ---------------

                                                                      $      1,473,564   $      1,335,561
                                                                        ===============    ===============
</TABLE>

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

NOTE 4 - INCOME TAXES
---------------------

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


                                       24
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000


NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------

The following is a summary of the quarterly operations for the years ended March
31, 2002 and 2001:
<TABLE>
<CAPTION>

                                           June 30           September 30       December 31           March 31
                                        ---------------     ---------------    ---------------     ---------------

               2002
               ----

<S>                                   <C>                 <C>               <C>                <C>
Income                                $          1,000    $         1,000   $         1,000    $             -

Operating expenses                             (43,000)           (66,000)          (28,000)           (41,000)

Equity in losses of limited
     partnerships                              (17,000)           (19,000)          (24,000)          (128,000)

Net income (loss)                              (59,000)           (85,000)          (51,000)          (156,000)

Income (loss) available to
     limited partner                           (58,000)           (84,000)          (50,000)          (155,000)

Earnings (loss) per limited
     partnership unit                               (8)               (12)              (17)               (22)

               2001
               ----

Income                                $          2,000    $         2,000   $         1,000    $         6,000

Operating expenses                             (45,000)           (55,000)          (46,000)           (45,000)

Equity in losses of limited
     partnerships                              (46,000)           (44,000)          (39,000)          (273,000)

Net income (loss)                              (89,000)           (97,000)          (83,000)          (313,000)

Income (loss) available to
     limited partner                           (89,000)           (96,000)          (83,000)          (308,000)

Earnings (loss) per limited
     partnership unit                              (13)               (14)              (12)               (44)
</TABLE>


                                       25

<PAGE>



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

NOT APPLICABLE

PART III.

Item 10. Directors and Executive Officers of the Registrant

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

Directors and Executive Officers of WNC & Associates, Inc.

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

Wilfred  N.  Cooper,  Sr.,  age 71, is the  founder,  Chief  Executive  Officer,
Chairman of the Board and a Director of WNC &  Associates,  Inc.,  a Director of
WNC  Capital  Corporation,  and a  general  partner  in  some  of  the  programs
previously sponsored by the Sponsor. Mr. Cooper has been involved in real estate
investment and acquisition  activities since 1968.  Previously,  during 1970 and
1971, he was founder and principal of Creative Equity Development Corporation, a
predecessor of WNC & Associates,  Inc., and of Creative  Equity  Corporation,  a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell  International  Corporation,  last serving as its manager of housing
and urban developments  where he had  responsibility  for factory-built  housing
evaluation and project management in urban planning and development.  Mr. Cooper
is a Director of the National Association of Home Builders (NAHB) and a National
Trustee  for NAHB's  Political  Action  Committee,  a Director  of the  National
Housing  Conference  (NHC)  and a member  of  NHC's  Executive  Committee  and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

Wilfred N.  Cooper,  Jr.,  age 39, is  President,  Chief  Operating  Officer,  a
Director and a member of the Acquisition Committee of WNC & Associates,  Inc. He
is President of, and a registered  principal  with, WNC Capital  Corporation,  a
member firm of the NASD, and is a Director of WNC  Management,  Inc. He has been
involved in investment and  acquisition  activities  with respect to real estate
since he joined the  Sponsor  in 1988.  Prior to this,  he served as  Government
Affairs  Assistant with Honda North America in Washington,  D.C. Mr. Cooper is a
member of the Advisory Board for LIHC Monthly Report,  a Director of NMHC and an
Alternate  Director of NAHB. He graduated  from The American  University in 1985
with a Bachelor of Arts degree.

David N.  Shafer,  age 50, is  Executive  Vice  President,  a Director,  General
Counsel,  and a member of the Acquisition  Committee of WNC & Associates,  Inc.,
and a  Director  and  Secretary  of WNC  Management,  Inc.  Mr.  Shafer has been
involved in real estate investment and acquisition  activities since 1984. Prior
to joining the Sponsor in 1990, he was  practicing  law with a specialty in real
estate and taxation.  Mr.  Shafer is a Director and President of the  California
Council of Affordable  Housing and a member of the State Bar of California.  Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts  degree,  from the New  England  School of Law in 1983 with a
Juris  Doctor  degree (cum laude) and from the  University  of San Diego in 1986
with a Master of Law degree in Taxation.


                                       26
<PAGE>


Thomas J. Riha, age 47, became Chief Financial  Officer  effective January 2001.
Prior to his  appointment  as Chief  Financial  Officer he was Vice  President -
Asset Management and a member of the Acquisition  Committee of WNC & Associates,
Inc. and a Director and Chief Executive Officer of WNC Management, Inc. Mr. Riha
has been involved in acquisition and investment  activities with respect to real
estate since 1979.  Prior to joining the Sponsor in 1994,  Mr. Riha was employed
by Trust Realty Advisor, a real estate acquisition and management company,  last
serving as Vice  President - Operations.  Mr. Riha graduated from the California
State  University,  Fullerton in 1977 with a Bachelor of Arts degree (cum laude)
in Business Administration with a concentration in Accounting and is a Certified
Public  Accountant  and a member of the American  Institute of Certified  Public
Accountants.

Sy P. Garban,  age 56, is Vice  President - National  Sales of WNC & Associates,
Inc.  and has been  employed by the  Sponsor  since  1989.  Mr.  Garban has been
involved in real estate  investment  activities since 1978. Prior to joining the
Sponsor he served as  Executive  Vice  President  of MRW,  Inc.,  a real  estate
development  and management  firm.  Mr. Garban is a member of the  International
Association of Financial  Planners.  He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

Michael J. Gaber,  age 36, is Vice President - Acquisitions  and a member of the
Acquisitions Committee of WNC & Associates,  Inc. Mr. Gaber has been involved in
real estate acquisition,  valuation and investment activities since 1989 and has
been employed with WNC since 1997.  Prior to joining WNC & Associates,  Inc., he
was involved in the valuation and classification of major assets,  restructuring
of debt and analysis of real estate taxes with the H.F. Ahmanson company, parent
to 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.

David Turek, age 47, is Vice President - Originations of WNC & Associates,  Inc.
He has been involved with real estate  investment and finance  activities  since
1976 and has been employed by WNC & Associates,  Inc.  since 1996.  From 1995 to
1996,  Mr. Turek served as a consultant  for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties.  From 1990 to 1995, he was involved in the development of
conventional  and tax credit  multi-family  housing.  He is a Director  with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper,  age 65, is a Director of WNC & Associates,  Inc. Mrs. Cooper was
the founder and sole  proprietor  of Agate 108, a  manufacturer  and retailer of
home  accessory  products,  from 1975 until 1998.  She is the wife of Wilfred N.
Cooper,  Sr., and the mother of Wilfred N. Cooper, Jr. Ms. Cooper graduated from
the University of Southern California in 1958 with a Bachelor of Science degree.

Item 11.  Executive Compensation

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

(a)  Annual Asset  Management  Fee. An annual asset  management fee in an amount
     equal to 0.5% of invested assets (the sum of the  Partnership's  Investment
     in Local  Limited  Partnership  Interests and the  Partnership's  allocable
     share of the amount of the  mortgage  loans on and other debts  related to,
     the Housing  Complexes owned by such Local Limited  Partnerships).  Fees of
     $144,902,  $144,904 and $144,902 were incurred during the years ended March
     31, 2002, 2001 and 2000,  respectively.  The  Partnership  paid the General
     Partner or its  affiliates  $5,250,  $7,000 and $2,500 of those fees during
     the years ended March 31, 2002, 2001 and 2000, respectively.

(b)  Subordinated  Disposition Fee. A subordinated  disposition fee in an amount
     equal to 1% of the  sale  price  received  in  connection  with the sale or
     disposition of a Housing  Complex.  Subordinated  disposition  fees will be
     subordinated  to  the  prior  return  of  the  Limited   Partners'  capital
     contributions  and  payment  of the  Return on  Investment  to the  Limited
     Partners.  "Return  on  Investment"  means an  annual,  cumulative  but not
     compounded,  "return" to the Limited Partners (including Low Income Housing
     Credits) as a class on their adjusted capital contributions  commencing for
     each Limited  Partner on the last day of the calendar  quarter during which
     the Limited Partner's capital  contribution is received by the Partnership,
     calculated at the following  rate; 6% for the balance of the  Partnership's
     term. No disposition fees have been paid.
                                       27

<PAGE>


(c)  Operating Expenses.  The Partnership  reimbursed the General Partner or its
     affiliates  for operating  expenses of  approximately  $23,000,  $6,000 and
     $14,000 during the years ended March 31, 2002, 2001 and 2000, respectively.

(d)  Interest  in  Partnership.   The  General   Partners   receive  1%  of  the
     Partnership's  allocated Low Income  Housing  Credits,  which  approximated
     $4,000,  $8,000 and $10,000 for the  General  Partners  for the years ended
     December 31, 2001, 2000 and 1999,  respectively.  The General  Partners are
     also  entitled  to  receive  1%  of  cash  distributions.   There  were  no
     distributions of cash to the General Partners during the years presented.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

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

(b)  Security Ownership of Management
     --------------------------------

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

(c)  Changes in Control
     ------------------

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

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

Item 13.  Certain Relationships and Related Transactions

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


                                       28
<PAGE>


PART IV.

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

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

         Report of Independent Certified Public Accountants
         Balance Sheets, March 31, 2002 and 2001
         Statements of Operations for the years ended March 31, 2002, 2001
          and 2000
         Statements of Partners' Equity (Deficit) for the years ended March
          31, 2002, 2001 and 2000
         Statements of Cash Flows for the years ended March 31, 2002, 2001
          and 2000
         Notes to Financial Statements

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

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

(b)      Reports on Form 8-K.
         -------------------

         None

(c)      Exhibits.
         --------

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

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

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

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

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

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

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

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

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

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

                                     29

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.27    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 10.27.

21.1     Financial Statements of Airport Road Associates,  Limited as of and for
         the years ended  December 31, 2000 and 1999 together  with  independent
         auditors' report thereon; a significant subsidiary of the partnership.

21.2     Financial  Statements of Casa Alegre, LP, as of and for the years ended
         December 31, 2001 and 2000 together with  independent  auditors' report
         thereon;  filed as exhibit  21.2 on form 10-K dated March 31,  2002;  a
         significant subsidiary of the partnership.

                                       30

<PAGE>

21.3     Financial  Statements  of  Ashland,  LP, as of and for the years  ended
         December 31, 2001 and 2000 together with  independent  auditors' report
         thereon;  filed as exhibit  21.3 on form 10-K dated March 31,  2002;  a
         significant subsidiary of the partnership.

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

                                       31
<PAGE>




Report of  Independent  Certified  Public  Accountants  on  Financial  Statement
Schedules




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


The audits  referred to in our report dated May 28, 2002,  relating to the 2002,
2001 and 2000 financial  statements of WNC Housing Tax Credit Fund II, L.P. (the
"Partnership"),  which is  contained  in Item 8 of this Form 10-K,  included the
audit of the accompanying financial statement schedules. The financial statement
schedules  are  the   responsibility  of  the  Partnership's   management.   Our
responsibility is to express an opinion on these financial  statement  schedules
based upon our audits.

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



                                             /s/BDO SEIDMAN, LLP
                                                BDO SEIDMAN, LLP

Orange County, California
May 28, 2002

                                       32
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>
                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2001                        As of December 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>           <C>               <C>            <C>             <C>         <C>
Airport Road Associates,        Slidell,
Limited                         Louisiana    $    334,000  $   334,000       $ 1,441,000    $1,858,000      $ 774,000   $  1,084,000

Am-Kent Associates,             Amite & Kentwood,
Ltd.                            Louisiana         232,000      232,000         1,111,000     1,588,000        591,000        997,000

Arizona I Limited               Showlow,
Partnership                     Arizona           320,000      320,000         1,477,000     1,977,000        580,000      1,397,000

Ashland Investment Group,       Ashland,
an Oregon Limited Partnership   Oregon            300,000      300,000         1,375,000     1,824,000        452,000      1,372,000

Brantley                        Brantley,
Housing, Ltd.                   Alabama           108,000      108,000           570,000       707,000        197,000        510,000

Brian's Village
Apartments,an Oklahoma          Mannford,
Limited Partnership.            Oklahoma          176,000      176,000           751,000       975,000        384,000        591,000

Candleridge Apartments
of Perry, L.P.                  Perry, Iowa        93,000       93,000           587,000       800,000        275,000        525,000

Candleridge Apartments          Runnells,
of Runnells, L.P.               Iowa               58,000       58,000           368,000       502,000        173,000        329,000

Casa Allegre                    Las Vegas,
Limited Partnership             New Mexico        318,000      318,000         1,368,000     1,911,000        527,000      1,384,000

Castroville                     Castroville,
Village, Ltd.                   Texas             165,000      165,000           938,000     1,151,000        233,000        918,000
</TABLE>

                                       33
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>
                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2001                        As of December 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>           <C>             <C>           <C>              <C>          <C>
                                Rogersville,
Cherokee Square,                Tennessee        202,000       202,000           970,000     1,225,000        485,000        740,000
L.P.

Divall Midland                  Port
Associates Limited              Washington,
Partnership II                  Wisconsin        234,000       234,000         1,149,000     1,541,000        602,000        939,000

Eclectic                        Eclectic,
Housing, Ltd.                   Alabama           74,000        74,000           406,000       500,000        143,000        357,000

Elizabeth Square                Raceland,
Associates, Ltd.                Louisiana        356,000       356,000         1,459,000     2,063,000        708,000      1,355,000

Emory Capital, L.P.             Emory, Texas      85,000        85,000           367,000       486,000        191,000        295,000

Emory Manor, L.P.               Emory, Texas     128,000       128,000           548,000       742,000        265,000        477,000

Idalou Manor, L.P.              Idalou, Texas    122,000       122,000           615,000       776,000        194,000        582,000

Jefferson                       Jefferson,
Capital, L.P.                   Texas            167,000       167,000           709,000       962,000        331,000        631,000

Jefferson                       Jefferson,
Manor, L.P.                     Texas            179,000       179,000           758,000     1,006,000        352,000        654,000

</TABLE>

                                       34
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>
                                          --------------------------------------  -------------------------------------------------
                                                 As of March 31, 2001                        As of December 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>              <C>              <C>            <C>            <C>          <C>
Lakeview Limited                Beaver Dam,
Partnership                     Wisconsin        264,000        264,000        1,231,000       1,589,000       448,000     1,141,000

Littlefield                     Littlefield,
Manor, L.P.                     Texas            117,000        117,000          590,000         748,000       188,000       560,000

Perry County                    Uniontown,
Housing, Ltd.                   Alabama           82,000         82,000          436,000         528,000       149,000       379,000

Pine Hill                       Pine Hill,
Housing, Ltd.                   Alabama          105,000        105,000          556,000         685,000       186,000       499,000

Rociada                         Hereford,
Partners Ltd.                   Texas            154,000        154,000          725,000         922,000       262,000       660,000

Wadley Housing,                 Wadley,
Ltd.                            Alabama           76,000         76,000          436,000         528,000       148,000       380,000

Whitewater Woods                Whitewater,
Limited Partnership             Wisconsin        301,000        301,000        1,287,000       1,692,000       486,000     1,206,000

Willcox Investment Group,
an Arizona Limited              Willcox,
Partnership                     Arizona          246,000        246,000        1,052,000       1,338,000       343,000       995,000
                                           --------------   -----------      -------------  ------------   ------------ ------------
                                           $   4,996,000    $ 4,996,000      $ 23,280,000   $ 30,624,000   $ 9,667,000  $ 20,957,000
                                           ==============   ===========      =============  ============   ============ ============
</TABLE>
                                       35

<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>

                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 2001
                              --------------------------------------------------------------------------------------
                                                                    Year Investment                Estimated Useful
      Partnership Name          Rental Income     Net Income(Loss)       Acquired      Status       Life (Years)
--------------------------------------------------------------------------------------------------------------------

<S>                                    <C>           <C>                    <C>        <C>                     <C>
Airport Road Associates, Limited       $ 166,000     $(65,000)              1990       Completed               27.5

Am-Kent Associates, Ltd.                 137,000      (73,000)              1991       Completed               27.5

Arizona I Limited Partnership            165,000      (24,000)              1990       Completed                 35

Ashland Investment Group,
an Oregon Limited Partnership.           159,000       (7,000)              1990       Completed                 50

Brantley Housing, Ltd.                    63,000       (4,000)              1992       Completed                 40

Brian's Village Apartments,
an Oklahoma Limited Partnership.         110,000      (24,000)              1990       Completed                 30

Candleridge Apartments
of Perry, L.P.                           124,000      (14,000)              1992       Completed               27.5

Candleridge Apartments
of Runnells, L.P.                         90,000      (13,000)              1992       Completed               27.5

Casa Allegre Limited Partnership         171,000      (15,000)              1990       Completed                 40

Castroville Village, Ltd.                162,000      (45,000)              1991       Completed                 50

Cherokee Square, L.P.                     89,000      (25,000)              1990       Completed                 50

Divall Midland Associates
Limited Partnership II                   129,000      (41,000)              1990       Completed               27.5

Eclectic Housing, Ltd.                    48,000       (2,000)              1992       Completed                 40

Elizabeth Square Associates, Ltd.        170,000      (61,000)              1994       Completed               27.5

Emory Capital, L.P.                       57,000       (5,000)              1990       Completed               27.5
</TABLE>

                                       36
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>


                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 2001
                              --------------------------------------------------------------------------------------
                                                                    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.                         81,000      (13,000)              1990       Completed                 30

Idalou Manor, L.P.                        83,000      (16,000)              1992       Completed                 40

Jefferson Capital, L.P.                   97,000       (2,000)              1990       Completed                 50

Jefferson Manor, L.P.                     98,000       (9,000)              1990       Completed                 50

Lakeview Limited Partnership             152,000      (28,000)              1991       Completed                 35

Littlefield Manor, L.P.                   79,000      (12,000)              1991       Completed                 40

Perry County Housing, Ltd.                45,000      (11,000)              1992       Completed                 40

Pine Hill Housing, Ltd.                   59,000      (10,000)              1992       Completed                 40

Rociada Partners Ltd.                    139,000      (28,000)              1990       Completed                 40

Wadley Housing, Ltd.                      42,000      (18,000)              1992       Completed                 40

Whitewater Woods Limited Partnership     172,000      (35,000)              1991       Completed                 35

Willcox Investment Group,
an Arizona Limited Partnership           116,000      (21,000)              1990       Completed                 50
                                     -----------   ----------
                                     $ 3,003,000   $ (621,000)
                                     ===========   ==========
</TABLE>
                                       37


<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2001                        As of December 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>           <C>               <C>            <C>             <C>         <C>
Airport Road Associates,        Slidell,
Limited                         Louisiana    $    334,000  $   334,000       $ 1,444,000    $1,858,000      $ 709,000   $  1,149,000

Am-Kent Associates,             Amite & Kentwood,
Ltd.                            Louisiana         232,000      232,000         1,114,000     1,588,000        535,000      1,053,000

Arizona I Limited               Showlow,
Partnership                     Arizona           320,000      320,000         1,480,000     1,973,000        525,000      1,448,000

Ashland Investment Group,       Ashland,
an Oregon Limited Partnership   Oregon            300,000      300,000         1,381,000     1,825,000        419,000      1,406,000

Brantley                        Brantley,
Housing, Ltd.                   Alabama           108,000      108,000           572,000       706,000        178,000        528,000

Brian's Village
Apartments,an Oklahoma          Mannford,
Limited Partnership.            Oklahoma          176,000      176,000           753,000       974,000        353,000        621,000

Candleridge Apartments
of Perry, L.P.                  Perry, Iowa        93,000       93,000           590,000       776,000        242,000        534,000

Candleridge Apartments          Runnells,
of Runnells, L.P.               Iowa               58,000       58,000           371,000       492,000        153,000        339,000

Casa Allegre                    Las Vegas,
Limited Partnership             New Mexico        318,000      318,000         1,378,000     1,906,000        473,000      1,433,000

Castroville                     Castroville,
Village, Ltd.                   Texas             165,000      165,000           944,000     1,150,000        210,000        940,000
</TABLE>

                                       38
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2001                        As of December 31, 2000
 -----------------------------------------------------------------------------------------------------------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>           <C>             <C>           <C>              <C>          <C>
                                Rogersville,
Cherokee Square,                Tennessee        202,000       202,000           973,000     1,225,000        452,000        773,000
L.P.

Divall Midland                  Port
Associates Limited              Washington,
Partnership II                  Wisconsin        234,000       234,000         1,153,000     1,553,000        543,000        990,000

Eclectic                        Eclectic,
Housing, Ltd.                   Alabama           74,000        74,000           409,000       500,000        132,000        368,000

Elizabeth Square                Raceland,
Associates, Ltd.                Louisiana        356,000       356,000         1,465,000     2,063,000        635,000      1,428,000

Emory Capital, L.P.             Emory, Texas      85,000        85,000           368,000       486,000        181,000        305,000

Emory Manor, L.P.               Emory, Texas     128,000       128,000           550,000       742,000        253,000        489,000

Idalou Manor, L.P.              Idalou, Texas    122,000       122,000           616,000       776,000        174,000        602,000

Jefferson                       Jefferson,
Capital, L.P.                   Texas            167,000       167,000           711,000       962,000        316,000        646,000

Jefferson                       Jefferson,
Manor, L.P.                     Texas            179,000       179,000           760,000     1,007,000        336,000        671,000

</TABLE>

                                       39
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2001                        As of December 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>              <C>              <C>            <C>            <C>          <C>
Lakeview Limited                Beaver Dam,
Partnership                     Wisconsin        264,000        264,000        1,234,000       1,589,000       411,000     1,178,000

Littlefield                     Littlefield,
Manor, L.P.                     Texas            117,000        117,000          592,000         746,000       170,000       576,000

Perry County                    Uniontown,
Housing, Ltd.                   Alabama           82,000         82,000          437,000         527,000       135,000       392,000

Pine Hill                       Pine Hill,
Housing, Ltd.                   Alabama          105,000        105,000          559,000         680,000       166,000       514,000

Rociada                         Hereford,
Partners Ltd.                   Texas            154,000        154,000          727,000         922,000       239,000       683,000

Wadley Housing,                 Wadley,
Ltd.                            Alabama           76,000         76,000          437,000         527,000       132,000       395,000

Whitewater Woods                Whitewater,
Limited Partnership             Wisconsin        301,000        301,000        1,290,000       1,692,000       444,000     1,248,000

Willcox Investment Group,
an Arizona Limited              Willcox,
Partnership                     Arizona          246,000        246,000        1,055,000       1,338,000       316,000     1,022,000
                                           --------------   -----------      -------------  ------------   ------------ ------------
                                           $   4,996,000    $ 4,996,000     $ 23,363,000   $  30,563,000   $ 8,832,000  $ 21,731,000
                                           ==============   ===========      =============  ============   ============ ============
</TABLE>
                                       40
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>


                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 1999
                              --------------------------------------------------------------------------------------
                                                                    Year Investment                Estimated Useful
      Partnership Name          Rental Income     Net Income(Loss)       Acquired      Status       Life (Years)
--------------------------------------------------------------------------------------------------------------------

<S>                                    <C>           <C>                    <C>        <C>                     <C>
Airport Road Associates, Limited       $ 162,000     $(71,000)              1990       Completed               27.5

Am-Kent Associates, Ltd.                 131,000      (66,000)              1991       Completed               27.5

Arizona I Limited Partnership            157,000      (24,000)              1990       Completed                 35

Ashland Investment Group,
an Oregon Limited Partnership.           165,000        4,000               1990       Completed                 50

Brantley Housing, Ltd.                    64,000       (3,000)              1992       Completed                 40

Brian's Village Apartments,
an Oklahoma Limited Partnership.         114,000      (24,000)              1990       Completed                 30

Candleridge Apartments
of Perry, L.P.                           121,000      (16,000)              1992       Completed               27.5

Candleridge Apartments
of Runnells, L.P.                         85,000      (10,000)              1992       Completed               27.5

Casa Allegre Limited Partnership         175,000        2,000               1990       Completed                 40

Castroville Village, Ltd.                167,000       (3,000)              1991       Completed                 50

Cherokee Square, L.P.                     89,000      (27,000)              1990       Completed                 50

Divall Midland Associates
Limited Partnership II                   128,000      (45,000)              1990       Completed               27.5

Eclectic Housing, Ltd.                    47,000       (4,000)              1992       Completed                 40

Elizabeth Square Associates, Ltd.        165,000      (45,000)              1994       Completed               27.5

Emory Capital, L.P.                       54,000      (13,000)              1990       Completed               27.5
</TABLE>

                                       41
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>


                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 1999
                              --------------------------------------------------------------------------------------
                                                                    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.                         80,000      (21,000)              1990       Completed                 30

Idalou Manor, L.P.                        82,000      (20,000)              1992       Completed                 40

Jefferson Capital, L.P.                   86,000      (12,000)              1990       Completed                 50

Jefferson Manor, L.P.                     96,000      (20,000)              1990       Completed                 50

Lakeview Limited Partnership             144,000      (46,000)              1991       Completed                 35

Littlefield Manor, L.P.                   69,000      (28,000)              1991       Completed                 40

Perry County Housing, Ltd.                44,000      (11,000)              1992       Completed                 40

Pine Hill Housing, Ltd.                   57,000      (12,000)              1992       Completed                 40

Rociada Partners Ltd.                    142,000      (20,000)              1990       Completed                 40

Wadley Housing, Ltd.                      48,000      (14,000)              1992       Completed                 40

Whitewater Woods Limited Partnership     171,000      (37,000)              1991       Completed                 35

Willcox Investment Group,
an Arizona Limited Partnership           119,000      (21,000)              1990       Completed                 50
                                     -----------   ----------
                                     $ 2,962,000   $ (607,000)
                                     ===========   ==========
</TABLE>
                                       42


<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2000                        As of December 31, 1999
 -----------------------------------------------------------------------------------------------------------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>           <C>               <C>            <C>             <C>         <C>
Airport Road Associates,        Slidell,
Limited                         Louisiana    $    334,000  $   334,000       $ 1,447,000    $1,858,000      $ 645,000   $  1,213,000

Am-Kent Associates,             Amite & Kentwood,
Ltd.                            Louisiana         232,000      232,000         1,117,000     1,586,000        480,000      1,106,000

Arizona I Limited               Showlow,
Partnership                     Arizona           320,000      320,000         1,484,000     1,967,000        471,000      1,496,000

Ashland Investment Group,       Ashland,
an Oregon Limited Partnership   Oregon            300,000      300,000         1,385,000     1,824,000        385,000      1,439,000

Brantley                        Brantley,
Housing, Ltd.                   Alabama           108,000      108,000           573,000       703,000        158,000        545,000

Brian's Village
Apartments,an Oklahoma          Mannford,
Limited Partnership.            Oklahoma          176,000      176,000           755,000       974,000        322,000        652,000

Candleridge Apartments
of Perry, L.P.                  Perry, Iowa        93,000       93,000           593,000       769,000        209,000        560,000

Candleridge Apartments          Runnells,
of Runnells, L.P.               Iowa               58,000       58,000           374,000       486,000        132,000        354,000

Casa Allegre                    Las Vegas,
Limited Partnership             New Mexico        318,000      318,000         1,386,000     1,878,000        423,000      1,455,000

Castroville                     Castroville,
Village, Ltd.                   Texas             165,000      165,000           950,000     1,150,000        187,000        963,000
</TABLE>

                                       43
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2000                        As of December 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>           <C>             <C>           <C>              <C>          <C>
                                Rogersville,
Cherokee Square,                Tennessee        202,000       202,000           976,000     1,225,000        417,000        808,000
L.P.

Divall Midland                  Port
Associates Limited              Washington,
Partnership II                  Wisconsin        234,000       234,000         1,156,000     1,514,000        483,000      1,031,000

Eclectic                        Eclectic,
Housing, Ltd.                   Alabama           74,000        74,000           411,000       500,000        122,000        378,000

Elizabeth Square                Raceland,
Associates, Ltd.                Louisiana        356,000       356,000         1,471,000     2,063,000        561,000      1,502,000

Emory Capital, L.P.             Emory, Texas      85,000        85,000           369,000       486,000        168,000        318,000

Emory Manor, L.P.               Emory, Texas     128,000       128,000           551,000       742,000        235,000        507,000

Idalou Manor, L.P.              Idalou, Texas    122,000       122,000           616,000       776,000        155,000        621,000

Jefferson                       Jefferson,
Capital, L.P.                   Texas            167,000       167,000           713,000       962,000        301,000        661,000

Jefferson                       Jefferson,
Manor, L.P.                     Texas            179,000       179,000           762,000     1,005,000        320,000        685,000

</TABLE>

                                       44
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2000                        As of December 31, 1999
 ------------------------------------------------------------------------------------------------------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>              <C>              <C>            <C>            <C>          <C>
Lakeview Limited                Beaver Dam,
Partnership                     Wisconsin        264,000        264,000        1,240,000       1,589,000       368,000     1,221,000

Littlefield                     Littlefield,
Manor, L.P.                     Texas            117,000        117,000          593,000         745,000       151,000       594,000

Perry County                    Uniontown,
Housing, Ltd.                   Alabama           82,000         82,000          438,000         524,000       121,000       403,000

Pine Hill                       Pine Hill,
Housing, Ltd.                   Alabama          105,000        105,000          561,000         675,000       145,000       530,000

Rociada                         Hereford,
Partners Ltd.                   Texas            154,000        154,000          729,000         922,000       217,000       705,000

Wadley Housing,                 Wadley,
Ltd.                            Alabama           76,000         76,000          439,000         521,000       117,000       404,000

Whitewater Woods                Whitewater,
Limited Partnership             Wisconsin        301,000        301,000        1,294,000       1,692,000       398,000     1,294,000

Willcox Investment Group,
an Arizona Limited              Willcox,
Partnership                     Arizona          246,000        246,000        1,058,000       1,338,000       290,000     1,048,000
                                           --------------   -----------      -------------  ------------   ------------ ------------
                                           $   4,996,000    $ 4,996,000     $ 23,441,000   $  30,474,000   $ 7,981,000  $ 22,493,000
                                           ==============   ===========      =============  ============   ============ ============
</TABLE>
                                       45
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>

                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 1999
                              --------------------------------------------------------------------------------------
                                                                    Year Investment                Estimated Useful
      Partnership Name          Rental Income     Net Income(Loss)       Acquired      Status       Life (Years)
--------------------------------------------------------------------------------------------------------------------

<S>                                    <C>           <C>                    <C>        <C>                     <C>
Airport Road Associates, Limited       $ 162,000     $(52,000)              1990       Completed               27.5

Am-Kent Associates, Ltd.                 124,000      (38,000)              1991       Completed               27.5

Arizona I Limited Partnership            149,000      (36,000)              1990       Completed                 35

Ashland Investment Group,
an Oregon Limited Partnership.           172,000       (4,000)              1990       Completed                 50

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

Brian's Village Apartments,
an Oklahoma Limited Partnership.         103,000      (20,000)              1990       Completed                 30

Candleridge Apartments
of Perry, L.P.                           118,000      (16,000)              1992       Completed               27.5

Candleridge Apartments
of Runnells, L.P.                         86,000       (8,000)              1992       Completed               27.5

Casa Allegre Limited Partnership         174,000       (6,000)              1990       Completed                 40

Castroville Village, Ltd.                154,000       (5,000)              1991       Completed                 50

Cherokee Square, L.P.                     90,000     (202,000)              1990       Completed                 50

Divall Midland Associates
Limited Partnership II                   128,000      (37,000)              1990       Completed               27.5

Eclectic Housing, Ltd.                    46,000       (4,000)              1992       Completed                 40

Elizabeth Square Associates, Ltd.        162,000      (51,000)              1994       Completed               27.5

Emory Capital, L.P.                       52,000      (16,000)              1990       Completed               27.5
</TABLE>

                                       46
<PAGE>




WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>


                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 1999
                              --------------------------------------------------------------------------------------
                                                                    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.                         81,000      (10,000)              1990       Completed                 30

Idalou Manor, L.P.                        81,000       (5,000)              1992       Completed                 40

Jefferson Capital, L.P.                   82,000      (21,000)              1990       Completed                 50

Jefferson Manor, L.P.                     85,000      (27,000)              1990       Completed                 50

Lakeview Limited Partnership             141,000      (43,000)              1991       Completed                 35

Littlefield Manor, L.P.                   71,000       (6,000)              1991       Completed                 40

Perry County Housing, Ltd.                49,000      (10,000)              1992       Completed                 40

Pine Hill Housing, Ltd.                   60,000      (16,000)              1992       Completed                 40

Rociada Partners Ltd.                     94,000      (18,000)              1990       Completed                 40

Wadley Housing, Ltd.                      51,000       (5,000)              1992       Completed                 40

Whitewater Woods Limited Partnership     151,000      (46,000)              1991       Completed                 35

Willcox Investment Group,
an Arizona Limited Partnership           116,000      (30,000)              1990       Completed                 50
                                     -----------   ----------
                                     $ 2,842,000   $ (740,000)
                                     ===========   ==========
</TABLE>
                                       47


<PAGE>

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

WNC HOUSING TAX CREDIT FUND II, L.P.

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


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

Date: JUNE 06, 2002


By:  /s/ Thomas J. Riha
Thomas J. Riha, Vice-President - Chief Financial Officer of
WNC & Associates, Inc.

Date: JUNE 06, 2002


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

Date: JUNE 11, 2002

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


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

Date: JUNE 11, 2002


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

Date: JUNE 11, 2002