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 December 31, 1998

                                       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.

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

California                                                   33-0391979

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

                                 (714) 662-5565

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

Title of Securities                               Exchanges on which Registered

NONE                                              NOT APPLICABLE



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

UNITS OF LIMITED PARTNERSHIP INTEREST
<PAGE>

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

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

State the aggregate market value of the voting stock 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

<PAGE>

PART I
Item 1.  Business

Organization

WNC  Housing  Tax Credit Fund II,  L.P.  ("HTCF II" or 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 invest  primarily in other
limited  partnerships which will own and operate  multi-family housing complexes
that will  qualify  for low income  housing  credits  (the "Low  Income  Housing
Credit").

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  just  less  than  70% of the
outstanding  stock of  Associates  John B. Lester,  Jr. is the original  limited
partner of the Partnership and owns,  through the Lester Family Trust, just less
than 30% of the outstanding stock of Associates. The business of the Partnership
is conducted  primarily  through the General Partner,  as the Partnership has no
employees of its own.

On April 27, 1990, the  Partnership  commenced a public offering of 12,000 units
of Limited Partnership  Interests ("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  in  local  limited
partnerships  ("Local Limited  Partnerships") each of which will own and operate
an apartment complex ("Apartment 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
against  Federal  taxes  otherwise  due in each year of a ten year  period  (the
"Credit Period".  The Apartment Complex is subject to a fifteen-year  compliance
period (the "Compliance Period").

In general,  in order to avoid  recapture  of Low Income  Housing  Credits,  the
Partnership  does not  expect  that it will  dispose  of its  interest  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by a Local Limited  Partnership of any Apartment Complex prior to the end of the
applicable  Compliance  Period.  Because  of (i)  the  nature  of the  Apartment
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or  more  year  in  the  future,  and  (iii)  the  inability  of the
Partnership  to directly  cause the sale of  Apartment  Complexes by the general
partners  of  the  respective   Local  Limited   Partnerships   ("Local  General
Partners"),  but generally  only to require such Local  General  Partners to use
their  respective best efforts to find a purchaser for the Apartment  Complexes,
it is  not  possible  at  this  time  to  predict  whether  the  liquidation  of
substantially  all  of the  Partnership's  assets  and  the  disposition  of the
proceeds,  if any, in accordance with the Partnership  Agreement will be able to

                                       1
<PAGE>

be accomplished promptly at the end of the Compliance Period. If a Local Limited
Partnership is unable to sell an Apartment  Complex,  it is anticipated that the
Local General Partner will either continue to operate such Apartment  Complex or
take such other actions as the Local General Partner  believes to be in the best
interest of the Local Limited Partnership. In addition, circumstances beyond the
control of the General  Partner may occur  during the  Compliance  Period  which
would require the Partnership to approve the disposition of an Apartment Complex
prior to the end thereof.

 As of December 31, 1997,  HTCF II had invested in  twenty-seven  Local  Limited
Partnerships.  Each of these Local Limited Partnerships own an Apartment Complex
that is eligible for the Low Income  Housing  Credit.  All of the Local  Limited
Partnerships   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 multifamily  residential real estate.  Some of these
risks are that the Low Income Housing Credit could be recaptured and neither the
Partnership's  investments  nor the Apartment  Complexes  owned by Local Limited
Partnerships will be readily marketable. Additionally, there can be no assurance
that the  Partnership  will be able to dispose of its interests in Local Limited
Partnerships at the end of the Compliance Period. 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  Apartment
Complexes and the Partnership.  The Apartment Complexes could be subject to loss
through foreclosure.  In addition,  each Local Limited Partnership is subject to
risks relating to environmental hazards which might be uninsurable.  Because the
Partnership's  ability to control its operations  will depend on these and other
factors  beyond the control of the General  Partner and the general  partners of
the Local  Limited  Partnerships,  there can be no  assurance  that  Partnership
operations will be profitable or that the anticipated Low Income Housing Credits
will be available to Limited Partners.

As of December 31, 1998,  all of the Apartment  Complexes  were completed and in
operation.  The Apartment  Complexes owned by the Local Limited  Partnerships in
which HTCF II has  invested  were  developed by the Local  General  Partners who
acquired the sites and applied for applicable  mortgages and subsidies.  HTCF II
became  the  principal  limited  partner  in these  Local  Limited  Partnerships
pursuant to arm's-length  negotiations with Local General Partners. As a limited
partner,  HTCF II liability for obligations of the Local Limited  Partnership is
limited  to its  investment.  The Local  General  Partner  of the Local  Limited
Partnership retains  responsibility for maintaining,  operating and managing the
Apartment Complex.

The  following  is a schedule  of the status as of  December  31,  1998,  of the
Apartment  Complexes  owned by Local Limited  Partnerships in which HTCF II is a
limited partner.


                                       2
<PAGE>

            SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                       IN WHICH HTCF II HAS AN INVESTMENT


                                December 31, 1998
              --------------------------------------------------------------
                                                                  Percentage of
                                        Total           Units       Total Units
Name & Location                         Units        Occupied          Occupied
---------------                         -----        --------          --------

Airport Road Assoc.                      40               36             90%
  Slidell, Louisiana
Am-Kent Associates, Ltd.                 32               32            100%
  Amite & Kentwood, Louisiana
Arizona I                                42               39             93%
  Show Low, Arizona
Ashland Investment Group                 40               40            100%
  Ashland, Oregon
Brantley Housing, Ltd.                   19               17             89%
  Brantley, Alabama
Brian's Village Apartments, Ltd.         28               28            100%
  Mannford, Oklahoma
Candlerigde Apartments of Perry LP       23               23            100%
  Perry, Iowa
Candlerigde Apts. of Runnells L.P.       15               15            100%
  Runnells, Iowa
Casa Allegre Limited Partnership         42               42            100%
  Las Vegas, New Mexico
Castroville Village, Ltd.                40               39             98%
  Castroville, Texas
Cherokee                                 31               31            100%
  Rogersville, Tennessee
Divall Midland Associates Limited II     32               30             94%
  Port Washington, Wisconsin
Eclectic Housing, Ltd                    15               15            100%
  Electic, Alabama
Elizabeth Square                         48               45             94%
  Raceland, Louisiana
Emory Capital, L.P.                      16               16            100%
  Emory, Texas
Emory Manor, L.P.                        24               24            100%
  Emory, Texas
Idalou Manor, L.P.                       24               22             92%
  Idalou, Texas
Jefferson Capital, L.P.                  30               26             87%
  Jefferson, Texas
Jefferson Manor, L.P.                    32               26             81%
  Jefferson, Texas
Lake View, a Wisconsin Limited           40               38             95%
  Partnership
Littlefield Manor, L.P.                  24               22             91%
  Littlefield, Texas
Perry County Housing, Ltd.               15               15            100%
  Uniontown, Alabama
Pine Hill Housing, Ltd.                  19               19            100%
  Pine Hill, Alabama
Rociada Partners Limited                 28               27             96%
  Hereford, Texas
Wadley Housing, Ltd.                     15               14             93%
  Wadley, Alabama
Whitewater Woods,                        40               37             93%
  Whitewater, Wisconsin
Willcox Investment Group                 30               30            100%
  Willcox, Arizona                     ----           --------       --------

Totals                                  784              747             95%
                                       ====              ===             ===


                                       3
<PAGE>

Item 2.  Properties

         ITEM 2.  PROPERTIES:

Through its investment in Local Limited  Partnerships HTCF II holds interests in
Apartment  Complexes.  See Item 1 for information  pertaining to these Apartment
Complexes.

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 are being sold through a
public  offering.  It is not anticipated that any public market will develop for
the  purchase  and sale of any  Unit.  Units  can be  assigned  only if  certain
requirements in the Partnership Agreement are satisfied.

(b) At December 31, 1998, there were 582 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.  The Limited  Partners  received Low
Income  Housing  Credits  of  $145,  $145  and $145  for  1998,  1997 and  1996,
respectively, per Unit.


Item 6.  Selected Financial Data

         OMITTED.
         Note  to  Reader.  Some  of  the  limited  partnerships  in  which  the
         Partnership has investments have yet to provide final audited financial
         statements  and other  information  as required  under the terms of the
         respective partnership agreements.  That information is critical to the
         completion of the  Partnership's  required  disclosures  in this Annual
         Report on Form 10K,  including  information on the underlying  property
         investments,   the  Partnership's  financial  statements  and  required
         supplementary  schedules.  Every  effort is being  made to obtain  this
         information and the registrant will file an amended Form 10K as quickly
         as possible.

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

         OMITTED
          See the Note to Reader in Part II, Item 6.

         

                                       4
<PAGE>

Impact of Year 2000

Associates has assessed the  Partnership's  exposure to date sensitive  computer
systems  that  may not be  operative  subsequent  to 1999.  As a result  of this
assessment,  Associates  has  executed  a plan  to  minimize  the  Partnership's
exposure to financial loss and/or disruption of normal business  operations that
may occur as a result of Year 2000 non-compliant computer systems.

Business Computer Systems

These systems include both computer hardware and software  applications relating
to operations such as financial reporting. The Partnership does not maintain its
own systems  and thus  utilizes  the  computer  systems of the General  Partner.
Associates  developed  a  compliance  plan  for  each of its  business  computer
systems,  with  particular  attention  given  to  critical  systems.  Associates
contracted with an outside vendor to evaluate, test and repair such systems. The
assessment  consisted of determining  the compliance  with Year 2000 of critical
computer  hardware and software.  Incidences of  non-compliance  were found with
respect to computer software  applications and were corrected.  The vendor found
no instances of non-compliance with respect to computer hardware.

The Local General Partners or property  managers  maintain the business computer
systems  that  relate  to the  operations  of the  Local  Limited  Partnerships.
Associates  is in the process of obtaining  completed  questionnaires  from such
Local  General  Partners  and  property  management  companies  to assess  their
respective  Year 2000  readiness.  Associates  intends to  identify  those Local
General Partners and property management companies that have systems critical to
the  operations  of the  Local  Limited  Partnerships  that  are not  Year  2000
compliant.  For those Local General Partners and property  management  companies
which have business computer systems which will not be Year 2000 compliant prior
to December 31, 1999 and where the lack of such compliance is determined to have
a potential material effect on the Partnership's financial condition and results
of operations, Associates intends to develop contingency plans which may include
changing property management companies.

Outside Vendors

Associates has obtained  assurances  from its suppliers of electrical  power and
banking and telecommunication  services that their critical systems are all Year
2000 compliant.  There exists, however, inherent uncertainty that all systems of
outside  vendors or other third parties on which the General  Partner,  and thus
the  Partnership,  and  the  Local  General  Partners  and  property  management
companies,  and thus the  Local  Limited  Partnerships,  rely  will be Year 2000
compliant. Therefore, the Partnership remains susceptible to the consequences of
third party critical computer systems being non-compliant.

Personal Computers

Associates  has  determined  that its personal  computers  and related  software
critical to the operations of the Partnership are Year 2000 compliant.

Item 7A.  Quantitative and Qualitative and Qualitative  Disclosures About Market
Risk

         NONE.


Item 8.  Financial Statements and Supplementary Data

         OMITTED.
         See the Note to Reader in Part II, Item 6.

                                       5
<PAGE>


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

          (a)(1) (i) On December 16, 1998,  Corbin & Wertz,  Irvine,  California
          was dismissed as the Partnership's principal independent accountant.

               (ii) The  reports  of  Corbin & Wertz  respecting  the  financial
          statements of the  Partnership did not contain an adverse opinion or a
          disclaimer of opinion, nor were any such reports qualified or modified
          as to uncertainty,  audit scope, or accounting  principles,  as of and
          for the years ended December 31, 1997 and 1996.

               (iii) The  decision  to change  accountants  was  approved by the
          board of directors of Associates,  the general  partner of the General
          Partner.

               (iv)  During the last two  fiscal  years and  subsequent  interim
          period of the Partnership there were no disagreements between Corbin &
          Wertz and the  Partnership  on any matter of accounting  principles or
          practices,  financial  statement  disclosure,  or  auditing  scope  or
          procedure of the nature described in Item  304(a)(1)(iv) of Securities
          and Exchange Commission Regulation S-K.

               (v)  During  the last two  fiscal  years and  subsequent  interim
          period  of the  Partnership  there  were no  reportable  events of the
          nature  described  in Item  304(a)(1)(v)  of  Securities  and Exchange
          Commission Regulation S-K.

          (a)(2) On February 3, 1999, BDO Seidman,  LLP, Costa Mesa,  California
          was engaged as the  Partnership's  principal  independent  accountant.
          During the last two fiscal years and subsequent  interim period of the
          Partnership,   the  Partnership  did  not  consult  BDO  Seidman,  LLP
          regarding (i) either,  the  application of accounting  principles to a
          specified  transaction;  or the type of audit  opinion  that  might be
          rendered on the Partnership's financial statements, or (ii) any matter
          that  was  the  subject  of  a   disagreement   (as  defined  in  Item
          304(a)(1)(iv) of Securities and Exchange Commission Regulation S-K) or
          was a reportable event (as defined in Item  304(a)(1)(v) of Securities
          and Exchange Commission Regulation S-K).

                                       6
<PAGE>

PART III.

Item 10. Directors and Executive Officers of the Registrant

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

Directors and Executive Officers of WNC & Associates, Inc.

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

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

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

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

                                       7
<PAGE>

     David N.  Shafer,  age 46, is Senior Vice  President,  a Director,  General
Counsel,  and a member of the Acquisition  Committee of WNC & Associates,  Inc.,
and a  Director  and  Secretary  of WNC  Management,  Inc.  Mr.  Shafer has been
involved in real estate investment and acquisition  activities since 1984. Prior
to joining the Sponsor in 1990, he was  practicing  law with a specialty in real
estate and taxation.  Mr.  Shafer is a Director and President of the  California
Council of Affordable  Housing and a member of the State Bar of California.  Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts  degree,  from the New  England  School of Law in 1983 with a
Juris  Doctor  degree (cum laude) and from the  University  of San Diego in 1986
with a Master of Law degree in Taxation.

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

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

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

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

                                       8
<PAGE>

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

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

Item 11.  Executive Compensation

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

(a) Organization and Offering Expenses. The Partnership paid the General Partner
or its affiliates as of December 31, 1998  approximately  $1,037,000 for selling
commissions and other fees and expenses of the Partnership's  offering of Units.
Of the  total  paid to the  General  Partner  or its  affiliates,  approximately
$1,037,000  was paid  (reallowed)  by the General  Partner or its  affiliates to
unaffiliated  persons  participating in the Partnership's  offering or rendering
other services in connection with the Partnership's offering.

(b)  Acquisition  fees in an  amount  equal to 9% of the gross  proceeds  of the
Partnership's  offering  ("Gross  Proceeds").  The Partnership  paid the General
Partner or its affiliates as of December 31, 1998, acquisition fees of $630,000.

 (c) The  Partnership  reimbursed  the General  Partner or its  affiliates as of
December 31, 1998 for acquisition expenses expended by such persons on behalf of
the Partnership in the amounts $10,581.

(d) 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  Apartment  Complexes  owned by such Local  Limited
Partnerships.) Fees of $144,903, $144,903, $144,903, $144,903, and $144,903 were
incurred for 1998, 1997, 1996, 1995, and 1994, respectively.
   
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<PAGE>

(e) A  subordinated  disposition  fee in an amount equal to 1% of the sale price
received in connection  with the sale or disposition of an Apartment  Complex or
Local  Limited  Partnership  Interest.  Subordinated  disposition  fees  will be
subordinated to the prior return of the Limited Partners' capital  contributions
and payment of the Return on Investment to the Limited  Partners.  "6% Preferred
Return"  means a 6%  annual,  cumulative  but not  compounded,  "return"  to the
Limited Partners  (including Low Income Housing Credits) as a class on their net
capital  contributions.  For this purpose, the net capital  contributions of the
Limited Partners shall be equal to their Capital  Contributions,  reduced by the
amount treated as returned to the Limited Partners.

(f) The General  Partner was  allocated Low Income  Housing  Credits of $10,257,
$10,257 and 10,258 for 1998 1997 and 1996, respectively.

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 Limited Partnership Interests.

(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 Partners 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 anytime remove the General
Partner of the Partnership and elect a successor General Partner


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<PAGE>


Item 13.  Certain Relationships and Related Transactions

WNC &  Associates,  Inc.  All of the  Partnership's  affairs  are managed by the
General Partner,  through Associates.  The transactions with the General Partner
and  Associates  are primarily in the form of fees paid by the  Partnership  for
services  rendered to the Partnership,  as discussed in Item 11 and in the notes
to the accompanying financial statements.

PART IV.

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

Financial Statements

     OMITTED.   
     See the Note to Reader in Part II, Item 6.


Exhibits
(3) Articles of incorporation  and by-laws:  The registrant is not incorporated.
The Partnership  Agreement is included as Exhibit B to the Prospectus,  filed as
Exhibit 28.1 to Form 10 K for the year ended  December 31, 1994.  (10)  Material
contracts  10.1  Amended  and  Restated  Agreement  of  Limited  Partnership  of
Candleridge Apartments of Perry, L.P. II filed as exhibit 10.1 to Form
8-K dated May 26, 1994 is hereby  incorporated  herein by  reference  as exhibit
10.1.

10.2 Second  Amended and Restated  Agreement of Limited  Partnership  of Parlier
Garden Apts.  filed as exhibit 10.2 to the current report Form 8-K dated May 26,
1994 is hereby incorporated herein by reference as exhibit 10.2.

10.3 Agreement of Limited Partnership of Rosewood Apartments Limited Partnership
filed as  exhibit  10.3 to the  current  report  Form 8-K dated May 26,  1994 is
hereby incorporated herein by reference as exhibit 10.3.

10.4  Agreement of Limited  Partnership  of Limited  Partnership of Nueva Sierra
Vista  Associates  filed as exhibit  10.4 to the Form 8-K/A  Amendment  No. 1 to
Current Report dated May 26, 1994 is hereby  incorporated herein by reference as
exhibit 10.4.

10.5  Amended  and  Restated  Agreement  of Limited  Partnership  of Memory Lane
Limited  Partnership  filed as  exhibit  10.1 to Form 8-K dated  July 7, 1994 is
hereby incorporated herein by reference as exhibit 10.5.

10.6 Second Amended and Restated Agreement of Limited Partnership of Tahoe Pines
Apartments  filed as  exhibit  10.1 to Form 8-K  dated  July 27,  1994 is hereby
incorporated herein by reference as exhibit 10.6.

Reports on Form  8-K

Form 8K Current Report was filed December 22, 1998

                                       11
<PAGE>


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

WNC HOUSING TAX CREDIT FUND II, L.P.

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



By:          /s/ John B. Lester, Jr.
-----------------------------------------------------
John B. Lester, Jr.        
President and Chief Operating Officer of WNC & Associates, Inc.
Date: April 13, 1999


By:          /s/ Michael L. Dickenson
-----------------------------------------------------
Michael L. Dickenson      
Vice-president - Chief Financial Officer of WNC & Associates, Inc.
Date: April 13, 1999

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



By:        /s/ Wilfred N. Cooper, Sr.
-----------------------------------------------------
Wilfred N. Cooper, Sr.     
Director and Chairman of the Board    WNC & Associates, Inc.
Date: April 13, 1999



By:          /s/ John B. Lester, Jr.
-----------------------------------------------------
John B. Lester, Jr.        Director, WNC & Associates, Inc.
Date: April 13, 1999


By:          /s/ David N. Shafer.
-----------------------------------------------------
John B. Lester, Jr.        Director, WNC & Associates, Inc.
Date: April 13, 1999



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