UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

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

                        For the year ended March 31, 2009

                                       OR

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

           For the transition period from ___________ to _____________

                         Commission file number: 0-20057


                      WNC HOUSING TAX CREDIT FUND II, L.P.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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

                                 (714) 662-5565
                               (Telephone number)

           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)

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

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

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 [_] No [X]

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

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

Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X]
Smaller reporting company [_]

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

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

                                  INAPPLICABLE

                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE


<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 ("Local Limited Partnerships") which own multi-family
housing complexes ("Housing Complexes") that are eligible for Federal low income
housing tax credits ("Low Income Housing Tax Credits"). The local general
partners (the "Local General Partners") of each Local Limited Partnership retain
responsibility for maintaining, operating and managing the Housing Complexes.
Each Local Limited Partnership is governed by its agreement of limited
partnership (the "Local Limited Partnership Agreement").

The general partner of the Partnership is WNC Financial Group, L.P., (the
"General Partner"). The general partners of the General Partner are WNC &
Associates, Inc. ("Associates") and Wilfred N. Cooper, Sr. The chairman and
president of Associates own substantially all of the outstanding stock of
Associates. The business of the Partnership is conducted primarily through
Associates, as the Partnership has no employees of its own.

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

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

DESCRIPTION OF BUSINESS

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

In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing and (iii) the ability of government lenders to disapprove of transfer,
it is not possible at this time to predict whether the liquidation of the
Partnership's assets and the disposition of the proceeds, if any, in accordance
with the Partnership's Agreement of Limited Partnership, dated September 15,
1988 (the "Partnership Agreement"), will be accomplished promptly at the end of
the Compliance Period. If a Local Limited Partnership is unable to sell its
Housing Complex, it is anticipated that Local General Partner will either
continue to operate such Housing Complex or take such other actions as the Local
General Partner believes to be in the best interest of the Local Limited
Partnership. Notwithstanding the preceding, circumstances beyond the control of
the General Partner or the Local General Partners may occur during the
Compliance Period, which would require the Partnership to approve the
disposition of a Housing Complex prior to the end thereof, possibly resulting in
recapture of Low Income Housing Tax Credits.


                                       3
<PAGE>

The Partnership originally invested in twenty-seven Local Limited Partnerships,
three of which have been sold or otherwise disposed of as of March 31, 2009.
Each of these Local Limited Partnerships owns or did own a Housing Complex that
was eligible for the Federal Low Income Housing Tax Credit. Certain Local
Limited Partnerships may also benefit from additional government programs
promoting low- or moderate-income housing.

EXIT STRATEGY

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

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

Upon identifying those Housing Complexes with the highest potential for a
successful sale, refinancing or syndication, the Partnership expects to proceed
with efforts to liquidate them. The objective is to maximize the Limited
Partners' return wherever possible and, ultimately, to wind down the
Partnership. Local Limited Partnership interests may be disposed of any time by
the General Partner in its discretion. All of the Local Limited Partnerships
have completed the 15-year compliance period. While liquidation of the Housing
Complexes continues to be evaluated, the dissolution of the Partnership was not
imminent as of March 31, 2009. All Local Limited Partnerships have completed the
15-year compliance period as of March 31, 2009.

Housing Complexes Disposed
--------------------------

As of March 31, 2008 the Partnership sold the Housing Complex of one Local
Limited Partnership, Lake View, a California limited partnership.

On March 5, 2008, the Partnership filed preliminary consent solicitation
materials with the Securities and Exchange Commission ("SEC") regarding the
adoption of a Plan of Liquidation. Definitive materials were filed with the SEC
on March 26, 2008. On May 1, 2008 additional definitive materials were filed
with the SEC reminding the Limited Partners to send their votes in as the
deadline was approaching. The proxy received majority votes in favor of the
liquidation plan on May 12, 2008.

During the year ended March 31, 2009, the Partnership sold its Limited
Partnership interests in Ashland Investment Group ("Ashland") and Wilcox
Investment Group ("Wilcox"). Ashland was appraised with a value of $960,000 and
the outstanding mortgage debt was $1,342,707, and Wilcox was appraised at
$1,060,000 and had outstanding mortgage debt of $1,026,339. Both Ashland and
Wilcox were subject to terms contained within an Option Agreement. Per each
Option Agreement the Local General Partner could purchase the Limited
Partnership interest for the appraised value at restricted rents. As noted
above, the appraised value was less than the outstanding debt for Ashland, but
the Partnership was able to negotiate $25,000 from the purchaser as a
transaction fee. The Partnership received $33,000 for the sale of its Limited
Partnership interest in Wilcox which was the difference between the appraised
value and the outstanding debt. The total cash received for both dispositions
was $58,000 which is being kept in the Partnerships reserves to pay the costs
incurred related to both dispositions and other operating expenses of the
Partnership.

Subsequent to March 31, 2009, the Partnership sold its Limited Partnership
interests in Cherokee Square Ltd. ("Cherokee"). Cherokee was appraised with a
value of $584,000 and had an outstanding mortgage balance of $940,544. Cherokee
did not have an Option Agreement but the Local General Partner was interested in
purchasing the Limited Partnership interest in the property. Although Cherokee
had an appraisal value less than its outstanding debt, the Local General Partner
agreed to pay the Partnership $20,000 to cover all transfer costs, including
legal expenses and the appraisal costs. Therefore the Local Limited Partnership
interest of Cherokee was purchased by the Local General Partner in April 2009.
The Partnership received the $20,000 for the disposition which is being kept in
the Partnerships reserves to pay the costs incurred related to the disposition
and other operating expenses of the Partnership.


                                       4
<PAGE>

ITEM 1A.  RISK FACTORS

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

     a. RISKS ARISING FROM THE INTERNAL REVENUE CODE RULES GOVERNING LOW INCOME
HOUSING TAX CREDITS

     UNLESS A BOND IS POSTED OR A TREASURY DIRECT ACCOUNT IS ESTABLISHED, LOW
INCOME HOUSING TAX CREDITS MAY BE RECAPTURED IF HOUSING COMPLEXES ARE NOT OWNED
AND OPERATED FOR 15 YEARS. Housing Complexes must comply with Internal Revenue
Code Section 42 for the 15-year Compliance Period. Low Income Housing Tax
Credits will be recaptured with interest to the extent that a Housing Complex is
not rented as low income housing or in some other way does not satisfy the
requirements of Internal Revenue Code Section 42 during the Compliance Period.
For example, unless a bond is posted or a Treasury Direct Account is
established, recapture with interest would occur if:

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

For these purposes, disposition includes transfer by way of foreclosure.

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

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

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

     b. RISKS RELATED TO INVESTMENT IN LOCAL LIMITED PARTNERSHIPS AND HOUSING
COMPLEXES

         BECAUSE THE PARTNERSHIP HAS FEW INVESTMENTS, EACH INVESTMENT WILL HAVE
A GREAT IMPACT ON THE PARTNERSHIP'S RESULTS OF OPERATIONS. Any single Housing
Complex experiencing poor operating performance, impairment of value or
recapture of Low Income Housing Tax Credits will have a significant impact upon
the Partnership as a whole.

                                       5
<PAGE>

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

         THE PARTNERSHIP DOES NOT CONTROL THE LOCAL LIMITED PARTNERSHIPS AND
MUST RELY ON THE LOCAL GENERAL PARTNERS. The Local General Partners will make
all management decisions for the Local Limited Partnerships and the Housing
Complexes. The Partnership has very limited rights with respect to management of
the Local Limited Partnerships. The Partnership will not be able to exercise any
control with respect to Local Limited Partnership business decisions and
operations. Consequently, the success of the Partnership will depend on the
abilities of the Local General Partners.

         HOUSING COMPLEXES SUBSIDIZED BY OTHER GOVERNMENT PROGRAMS ARE SUBJECT
TO ADDITIONAL RULES WHICH MAY MAKE IT DIFFICULT TO OPERATE AND SELL HOUSING
COMPLEXES. Some or all of the Housing Complexes receive or may receive
government financing or operating subsidies in addition to Low Income Housing
Tax Credits. The following are risks associated with some such subsidy programs:

     o    Obtaining tenants for the Housing Complexes. Government regulations
          limit the types of people who can rent subsidized housing. These
          regulations may make it more difficult to rent the residential units
          in the Housing Complexes.
     o    Obtaining rent increases. In many cases rents can only be increased
          with the prior approval of the subsidizing agency.
     o    Limitations on cash distributions. The amount of cash that may be
          distributed to owners of subsidized Housing Complexes is less than the
          amount that could be earned by the owners of non-subsidized Housing
          Complexes.
     o    Limitations on sale or refinancing of the Housing Complexes. A Local
          Limited Partnership may be unable to sell its Housing Complex or to
          refinance its mortgage loan without the prior approval of the
          subsidizer. The subsidizer may withhold such approval in the
          discretion of the subsidizer. Approval may be subject to conditions,
          including the condition that the purchaser continues to operate the
          property as affordable housing for terms which could be as long as 30
          years or more. In addition, any prepayment of a mortgage may result in
          the assessment of a prepayment penalty.
     o    Limitations on transfers of interests in Local Limited Partnerships.
          The Partnership may be unable to sell its interest in a Local Limited
          Partnership without the prior approval of the subsidizer. The
          subsidizer may withhold such approval in the discretion of the
          subsidizer. Approval may be subject to conditions.
     o    Limitations on removal and admission of Local General Partners. The
          Partnership may be unable to remove a Local General Partner from a
          Local Limited Partnership except for cause, such as the violation of
          the rules of the subsidizer. Regulations may prohibit the removal of a
          Local General Partner or permit removal only with the prior approval
          of the subsidizer. Regulations may also require approval of the
          admission of a successor Local General Partner even upon the death or
          other disability of a Local General Partner.
     o    Limitations on subsidy payments. Subsidy payments may be fixed in
          amount and subject to annual legislative appropriations. The rental
          revenues of a Housing Complex, when combined with the maximum
          committed subsidy, may be insufficient to meet obligations. Congress
          or the state legislature, as the case may be, may fail to appropriate
          or increase the necessary subsidy. In those events, the mortgage
          lender could foreclose on the Housing Complex unless a workout
          arrangement could be negotiated.


                                       6
<PAGE>

     o    Possible changes in applicable regulations. Legislation may be enacted
          which adversely revises provisions of outstanding mortgage loans. Such
          legislation has been enacted in the past.
     o    Limited Partners may not receive distributions if Housing Complexes
          are sold. There is no assurance that Limited Partners will receive any
          cash distributions from the sale or refinancing of a Housing Complex.
          The price at which a Housing Complex is sold may not be high enough to
          pay the mortgage and other expenses which must be paid at such time.
          If that happens, a Limited Partner's return may be derived only from
          the Low Income Housing Tax Credits and tax losses.

         UNINSURED CASUALTIES COULD RESULT IN LOSSES AND RECAPTURE. There are
casualties which are either uninsurable or not economically insurable. These
include earthquakes, floods, wars and losses relating to hazardous materials or
environmental matters. If a Housing Complex experienced an uninsured casualty,
the Partnership could lose both its invested capital and anticipated profits in
such property. Even if the casualty were an insured loss, the Local Limited
Partnership might be unable to rebuild the destroyed property. A portion of
prior tax credits could be recaptured and future tax credits could be lost if
the Housing Complex were not restored within a reasonable period of time. And
liability judgments against the Local Limited Partnership could exceed available
insurance proceeds or otherwise materially and adversely affect the Local
Limited Partnership. The cost of liability and casualty insurance has increased
in recent years. Casualty insurance has become more difficult to obtain and may
require large deductible amounts.

         HOUSING COMPLEXES WITHOUT FINANCING OR OPERATING SUBSIDIES MAY BE
UNABLE TO PAY OPERATING EXPENSES. If a Local Limited Partnership were unable to
pay operating expenses, one result could be a forced sale of its Housing
Complex. If a forced sale occurs during the first 15 years of a Housing Complex,
a partial recapture of Low Income Housing Tax Credits could occur. In this
regard, some of the Local Limited Partnerships may own Housing Complexes which
have no subsidies other than Low Income Housing Tax Credits. Those Housing
Complexes do not have the benefit of below-market-interest-rate financing or
operating subsidies which often are important to the feasibility of low income
housing. Those Housing Complexes rely solely on rents to pay expenses. However,
in order for any Housing Complex to be eligible for Low Income Housing Tax
Credits, it must restrict the rent which may be charged to tenants. Over time,
the expenses of a Housing Complex will increase. If a Local Limited Partnership
cannot increase its rents, it may be unable to pay increased operating expenses.

         THE PARTNERSHIP'S INVESTMENT PROTECTION POLICIES WILL BE WORTHLESS IF
THE NET WORTH OF THE LOCAL GENERAL PARTNERS IS NOT SUFFICIENT TO SATISFY THEIR
OBLIGATIONS. There is a risk that the Local General Partners will be unable to
perform their financial obligations to the Partnership. The General Partner has
not established a minimum net worth requirement for the Local General Partners.
Rather, each Local General Partner demonstrates a net worth which the General
Partner believes is appropriate under the circumstances. The assets of the Local
General Partners are likely to consist primarily of real estate holdings and
similar assets. The fair market value of these types of assets is difficult to
estimate. These types of assets cannot be readily liquidated to satisfy the
financial guarantees and commitments which the Local General Partners make to
the Partnership. Moreover, other creditors may have claims on these assets. No
escrow accounts or other security arrangements will be established to ensure
performance of a Local General Partner's obligations. The cost to enforce a
Local General Partner's obligations may be high. If a Local General Partner does
not satisfy its obligations the Partnership may have no remedy, or the remedy
may be limited to removing the Local General Partner as general partner of the
Local Limited Partnership.

         FLUCTUATING ECONOMIC CONDITIONS CAN REDUCE THE VALUE OF REAL ESTATE.
The Partnership's principal business objective is providing its Limited Partners
with low income housing tax credits, not the generation of gains from the
appreciation of real estate held by the Local Limited Partnerships. In its
financial statements, the Partnership has carried its investments in Local
Limited Partnerships at values reflecting the sum of the total amount of the
remaining future low income housing tax credits estimated to be allocated to the
Partnership and the estimated residual value to the Partnership of its interests
in the Local Limited Partnerships. As of the beginning of the first year covered
by this report, the Partnership had reduced the carrying amount to $0 with
respect to all of its investments.

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

                                       7
<PAGE>

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

     c. TAX RISKS OTHER THAN THOSE RELATING TO TAX CREDITS

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

         NO OPINION OF COUNSEL AS TO CERTAIN MATTERS. No legal opinion is
obtained regarding matters:

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

The more significant of these matters include:

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

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

         PASSIVE ACTIVITY RULES WILL LIMIT DEDUCTION OF THE PARTNERSHIP'S LOSSES
AND IMPOSE TAX ON INTEREST INCOME. The Internal Revenue Code imposes limits on
the ability of most investors to claim losses from investments in real estate.
An individual may claim these so-called passive losses only as an offset to
income from investments in real estate or rental activities. An individual may
not claim passive losses as an offset against other types of income, such as
salaries, wages, dividends and interest. These passive activity rules will
restrict the ability of most Limited Partners to use losses from the Partnership
as an offset of non-passive income.

         THE PARTNERSHIP MAY EARN INTEREST INCOME ON ITS RESERVES AND LOANS. The
passive activity rules generally will categorize interest as portfolio income,
and not passive income. Passive losses cannot be used as an offset to portfolio
income. Consequently, a Limited Partner could pay tax liability on portfolio
income from the Partnership.

         AT RISK RULES MIGHT LIMIT DEDUCTION OF THE PARTNERSHIP'S LOSSES. If a
significant portion of the financing used to purchase Housing Complexes does not
consist of qualified nonrecourse financing, the "at risk" rules will limit a
Limited Partner's ability to claim Partnership losses to the amount the Limited
Partner invests in the Partnership. The "at risk" rules of the Internal Revenue
Code generally limit a Limited Partner's ability to deduct Partnership losses to
the sum of:

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


                                       8
<PAGE>

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

         TAX LIABILITY ON SALE OF HOUSING COMPLEX OR LOCAL LIMITED PARTNERSHIP
INTEREST MAY EXCEED THE CASH AVAILABLE FROM THE SALE. When a Local Limited
Partnership sells a Housing Complex it will recognize gain. Such gain is equal
to the difference between:

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

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

     o    the sales proceeds plus the Partnership's share of the amount of
          indebtedness secured by the Housing Complex, and
     o    the adjusted basis for the interest. The adjusted basis for an
          interest in a Local Limited Partnership is the amount paid for the
          interest, plus income allocations and cash distributions, less loss
          allocations.

Accordingly, gain will be increased by the depreciation deductions taken during
the holding period for the Housing Complex. In some cases, a Limited Partner
could have a tax liability from a sale greater than the cash distributed to the
Limited Partner from the sale.

         ALTERNATIVE MINIMUM TAX LIABILITY COULD REDUCE A LIMITED PARTNER'S TAX
BENEFITS. If a Limited Partner pays alternative minimum tax, the Limited Partner
could suffer a reduction in benefits from an investment in the Partnership. The
application of the alternative minimum tax is personal to each Limited Partner.
Tax credits may not be utilized to reduce alternative minimum tax liability.

         IRS COULD AUDIT THE RETURNS OF THE PARTNERSHIP, THE LOCAL LIMITED
PARTNERSHIPS OR THE LIMITED PARTNERS. The IRS can audit the Partnership or a
Local Limited Partnership at the entity level with regard to issues affecting
the entity. The IRS does not have to audit each Limited Partner in order to
challenge a position taken by the Partnership or a Local Limited Partnership.
Similarly, only one judicial proceeding can be filed to contest an IRS
determination. A contest by the Partnership of any IRS determination might
result in high legal fees.

         AN AUDIT OF THE PARTNERSHIP OR A LOCAL LIMITED PARTNERSHIP ALSO COULD
RESULT IN AN AUDIT OF A LIMITED PARTNER. An audit of a Limited Partner's tax
returns could result in adjustments both to items that are related to the
Partnership and to unrelated items. The Limited Partner could then be required
to file amended tax returns and pay additional tax plus interest and penalties.

         A SUCCESSFUL IRS CHALLENGE TO TAX ALLOCATIONS OF THE PARTNERSHIP OR A
LOCAL LIMITED PARTNERSHIP WOULD REDUCE THE TAX BENEFITS OF AN INVESTMENT IN THE
PARTNERSHIP. Under the Internal Revenue Code, a partnership's allocation of
income, gains, deductions, losses and tax credits must have substantial economic
effect. Substantial economic effect is a highly-technical concept. The
fundamental principle is two-fold. If a partner will benefit economically from
an item of partnership income or gain, that item must be allocated to him so
that he bears the correlative tax burden. Conversely, if a partner will suffer
economically from an item of partnership deduction or loss, that item must be
allocated to him so that he bears the correlative tax benefit. If a
partnership's allocations do not have substantial economic effect, then the
partnership's tax items are allocated in accordance with each partner's interest
in the partnership. The IRS might challenge the allocations made by the
Partnership:

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


                                       9
<PAGE>

If any allocations were successfully challenged, a greater share of the income
or gain or a lesser share of the losses or tax credits might be allocated to the
Limited Partners. This would increase the tax liability or reduce the tax
benefits to the Limited Partners.

         TAX LIABILITIES COULD ARISE IN LATER YEARS OF THE PARTNERSHIP. After a
period of years following commencement of operations by a Local Limited
Partnership, the Local Limited Partnership may generate profits rather than
losses. A Limited Partner would have tax liability on his share of such profits
unless he could offset the income with:

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

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

         IRS CHALLENGE TO TAX TREATMENT OF EXPENDITURES COULD REDUCE LOSSES. The
IRS may contend that fees and payments of the Partnership or a Local Limited
Partnership:

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

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

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

If the IRS were successful in any such contention, the anticipated Low Income
Housing Tax Credits and losses of the Partnership would be reduced, perhaps
substantially.

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

         NEW ADMINISTRATIVE OR JUDICIAL INTERPRETATIONS OF THE LAW MIGHT REDUCE
THE VALUE OF LOW INCOME HOUSING TAX CREDITS. Many of the provisions of the
Internal Revenue Code related to low income housing and real estate investments
have not been interpreted by the IRS in regulations, rulings or public
announcements, or by the courts. In the future, these provisions may be
interpreted or clarified by the IRS or the courts in a manner adverse to the
Partnership or the Local Limited Partnerships. The IRS constantly reviews the
Federal tax rules, and can revise its interpretations of established concepts.
Any such revisions could reduce or eliminate tax benefits associated with an
investment in the Partnership.

         STATE INCOME TAX LAWS MAY ADVERSELY AFFECT THE LIMITED PARTNERS. A
Limited Partner may be required to file income tax returns and be subject to tax
and withholding in each state or local taxing jurisdiction in which: a Housing
Complex is located, the Partnership or a Local Limited Partnership engages in
business activities, or the Limited Partner is a resident. Corporate Limited
Partners may be required to pay state franchise taxes.

                                       10
<PAGE>

         THE TAX TREATMENT OF PARTICULAR ITEMS UNDER STATE OR LOCAL INCOME TAX
LAWS MAY VARY MATERIALLY FROM THE FEDERAL INCOME TAX TREATMENT OF SUCH ITEMS.
Nonetheless, many of the Federal income tax risks associated with an investment
in the Partnership may also apply under state or local income tax law. The
Partnership may be required to withhold state taxes from distributions or income
allocations to Limited Partners in some instances.

     d. RISKS RELATED TO THE PARTNERSHIP AND THE PARTNERSHIP AGREEMENT

         THE PARTNERSHIP MAY BE UNABLE TO TIMELY PROVIDE FINANCIAL REPORTS TO
THE LIMITED PARTNERS WHICH WOULD ADVERSELY AFFECT THEIR ABILITY TO MONITOR
PARTNERSHIP OPERATIONS. Historically, the Partnership has been unable to timely
file and provide investors with all of its required periodic reports. In some
instances, the delay has been substantial. Each Local General Partner is
required to retain independent public accountants and to report financial
information to the Partnership in a timely manner. There cannot be any assurance
that the Local General Partners will satisfy these obligations. If not, the
Partnership would be unable to provide to the Limited Partners in a timely
manner its financial statements and other reports. That would impact the Limited
Partners' ability to monitor Partnership operations. The Partnership's failure
to meet its filing requirements under the Securities Exchange Act of 1934 could
reduce the liquidity for the Partnership Units due to the unavailability of
public information concerning the Partnership. The failure to file could also
result in sanctions imposed by the SEC. Any defense mounted by the Partnership
in the face of such sanctions could entail legal and other fees, which would
diminish cash reserves.

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

         THE LIMITED PARTNERS WILL NOT CONTROL THE PARTNERSHIP AND MUST RELY
TOTALLY ON THE GENERAL PARTNER. The General Partner will make all management
decisions for the Partnership. Management decisions include exercising powers
granted to the Partnership by a Local Limited Partnership. Limited Partners have
no right or power to take part in Partnership management.

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

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

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

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

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


                                       11
<PAGE>

         PAYMENT OF FEES TO THE GENERAL PARTNER AND ITS AFFILIATES REDUCES CASH
AVAILABLE FOR INVESTMENT IN LOCAL LIMITED PARTNERSHIPS. The General Partner and
it affiliates perform many services for the Partnership. They are paid fees for
these services, which reduce the amount of the cash available for investment in
Local Limited Partnerships. Accordingly, an investor investing directly in a
Housing Complex would have a greater amount available for investment than an
investor investing in Housing Complexes through the Partnership.

         ASSOCIATES AND ITS AFFILIATES ARE SERVING AS THE GENERAL PARTNERS OF
MANY OTHER PARTNERSHIPS. Depending on their corporate area of responsibility,
the officers of Associates initially devote approximately 5% to 50% of their
time to the Partnership. These individuals spend significantly less time devoted
to the Partnership after the investment of the Partnership's capital in Local
Limited Partnerships.

         THE INTERESTS OF LIMITED PARTNERS MAY CONFLICT WITH THE INTERESTS OF
THE GENERAL PARTNER AND ITS AFFILIATES. The General Partner and its affiliates
are committed to the management of more than 100 other limited partnerships that
have investments similar to those of the Partnership. The General Partner and
its affiliates receive substantial compensation from the Partnership. The
General Partner decides how the Partnership's investments in Housing Complexes
are managed, and when the investments will be sold. The General Partner may face
a conflict in these circumstances because the General Partner's share of fees
and cash distributions from the transaction may be more or less than their
expected share of fees if a Housing Complex was not sold. The result of these
conflicts could be that a Partnership may make investments which are less
desirable, or on terms which are less favorable, to the Partnership than might
otherwise be the case. The Partnership has not developed any formal process for
resolving conflicts of interest. However, the General Partner is subject to a
fiduciary duty to exercise good faith and integrity in handling the affairs of
the Partnership, and that duty will govern its actions in all such matters.
Furthermore, the manner in which the Partnership can operate and sell
investments is subject to substantial restrictions as outlined in the
Partnership Agreement.

         Anticipated future and existing cash resources of the Partnership are
not sufficient to pay existing liabilities of the Partnership. However,
substantially all of the existing liabilities of the Partnership are payable to
the General Partner and/or its affiliates.

         The Partnership's accrued payables consist primarily of the asset
management fees payable to the General Partner. These accrued payables increased
by approximately $129,000, $32,000 and $143,000 for the years ended March 31,
2009, 2008 and 2007 respectively. The Partnership's future contractual cash
obligations consist solely of its obligations to pay future annual asset
management fees. These will equal approximately $116,000 per year through the
termination of the Partnership, which must occur no later than December 31,
2045. Though the amounts payable to the General Partner and/or its affiliates
are contractually currently payable, the Partnership anticipates that the
General Partner and/or its affiliates will not require the payment of these
contractual obligations until capital reserves are in excess of the aggregate of
the existing contractual obligations and anticipated future foreseeable
obligations of the Partnership. The Partnership would be adversely affected
should the General Partner and/or its affiliates demand current payment of the
existing contractual obligations and or suspend services for this or any other
reason.

         Associates agreed to continue providing advances sufficient enough to
fund the operations and working capital requirements of the Partnership through
August 31, 2010.


ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 2. PROPERTIES

Through its investments in Local Limited Partnerships, the Partnership holds
indirect ownership interests in the Housing Complexes. The following table
reflects the status of the twenty-four Housing Complexes for which the
Partnership had ownership during the year, as of the dates or for the periods
indicated:


                                       12
<PAGE>
<TABLE>
<S>       <C>

                                                                    ------------------------   -------------------------------------
                                                                      AS OF MARCH 31, 2009           AS OF DECEMBER 31, 2008
                                                                    ------------------------   -------------------------------------
                                                                    PARTNERSHIP'S                         ESTIMATED      MORTGAGE
                                                                        TOTAL      AMOUNT OF              AGGREGATE     BALANCES OF
                                                                    INVESTMENT IN  INVESMENT              LOW INCOME        LOCAL
LOCAL LIMITED                                GENERAL PARTNER         LOCAL LIMITED  PAID TO      NUMBER   HOUSING TAX      LIMITED
PARTNERSHIP NAME         LOCATION            NAME                    PARTNERSHIP     DATE       OF UNITS   CREDITS (1)   PARTNERSHIP
------------------------------------------------------------------------------------------------------------------------------------

Airport Road            Slidell, Louisiana   Clifford E. Olsen,       $ 334,000    $334,000         40     $ 695,000     $1,405,000
Associates, Limited                          Olsen Securities
                                             Corporation

Am-Kent Associates,     Amite & Kentwood,    Olsen Securities           232,000     232,000         32       585,000      1,081,000
Ltd.                    Louisiana            Corporation

Arizona I Limited       Showlow, Arizona     Western States             320,000     320,000         42       617,000      1,439,000
Partnership                                  Housing Corporation
                                             and Joe W. Roberts
                                             Company

Brantley Housing,       Brantley, Alabama    Thomas H. Cooksey and      108,000     108,000         19       287,000        553,000
Ltd.                                         Apartment Developers,
                                             Inc.

Brian's Village         Mannford, Oklahoma   Robert W. Green and        176,000     176,000         28       374,000        730,000
Apartments, an Oklahoma                      Emerald Development
Limited Partnership                          Co., Inc.

Candleridge Apartments  Perry, Iowa          Eric A Sheldahl             93,000      93,000         23       224,000        560,000
of Perry, L.P.

Candleridge Apartments  Runnells, Iowa       Eric A. Sheldahl            58,000      58,000         15       141,000        339,000
of Runnells, L.P.


                                                                     13
<PAGE>


                                                                    ------------------------   -------------------------------------
                                                                      AS OF MARCH 31, 2009           AS OF DECEMBER 31, 2008
                                                                    ------------------------   -------------------------------------
                                                                    PARTNERSHIP'S                         ESTIMATED      MORTGAGE
                                                                        TOTAL      AMOUNT OF              AGGREGATE     BALANCES OF
                                                                    INVESTMENT IN  INVESMENT              LOW INCOME        LOCAL
LOCAL LIMITED                                GENERAL PARTNER         LOCAL LIMITED  PAID TO      NUMBER   HOUSING TAX      LIMITED
PARTNERSHIP NAME         LOCATION            NAME                    PARTNERSHIP     DATE       OF UNITS   CREDITS (1)   PARTNERSHIP
------------------------------------------------------------------------------------------------------------------------------------

Casa Allegre Limited    Las Vegas, New       Western States Housing     318,000     318,000         42       635,000      1,270,000
Partnership             Mexico               Corporation, ABO
                                             Corporation and Alan
                                             D. Nofsker

Castroville Village,   Castroville, Texas    Doublekaye Corp and        165,000     165,000         40       426,000        878,000
Ltd.                                         Gary L. Kersch

Cherokee Square, L.P.  Rogersville,          Douglas B. Parker and      202,000     202,000         31       418,000        941,000
(2)                    Tennessee             Billy D. Cobb

Divall Midland         Port Washington,     Gary J. DiVall              234,000     234,000         32       489,000      1,114,000
Associates Limited     Wisconsin
Partnership II

Eclectic Housing,      Eclectic, Alabama    Thomas H. Cooksey and        74,000      74,000         15       216,000        376,000
Ltd.                                        Apartment Developers,
                                            Inc.

Elizabeth Square       Raceland, Louisiana  Olsen Securities Corp.      356,000     356,000         48       748,000      1,401,000
Associates, Ltd.

Emory Capital, L.P.    Emory, Texas         1600 Capital Company,        85,000      85,000         16       175,000        357,000
                                            Inc.

Emory Manor, L.P.      Emory, Texas         1600 Capital Company,       128,000     128,000         24       206,000        533,000
                                            Inc.

Idalou Manor, L.P.     Idalou, Texas        1600 Capital Company,       122,000     122,000         24       290,000        598,000
                                            Inc.

Jefferson Capital,     Jefferson, Texas     1600 Capital Company,       167,000     167,000         30       269,000        690,000
L.P.                                        Inc.



                                                                     14
<PAGE>


                                                                    ------------------------   -------------------------------------
                                                                      AS OF MARCH 31, 2009           AS OF DECEMBER 31, 2008
                                                                    ------------------------   -------------------------------------
                                                                    PARTNERSHIP'S                         ESTIMATED      MORTGAGE
                                                                        TOTAL      AMOUNT OF              AGGREGATE     BALANCES OF
                                                                    INVESTMENT IN  INVESMENT              LOW INCOME        LOCAL
LOCAL LIMITED                                GENERAL PARTNER         LOCAL LIMITED  PAID TO      NUMBER   HOUSING TAX      LIMITED
PARTNERSHIP NAME         LOCATION            NAME                    PARTNERSHIP     DATE       OF UNITS   CREDITS (1)   PARTNERSHIP
------------------------------------------------------------------------------------------------------------------------------------

Jefferson Manor, L.P.  Jefferson, Texas     1600 Capital Company,       179,000     179,000         32       362,000        738,000
                                            Inc.

Littlefield Manor,     Littlefield, Texas   1600 Capital Company,       118,000     118,000         24       280,000        574,000
L.P.                                        Inc.

Perry County Housing,  Uniontown, Alabama   Thomas H. Cooksey and        82,000      82,000         15       215,000        423,000
Ltd.                                        Apartment Developers,
                                            Inc.

Pine Hill Housing,     Pine Hill, Alabama   Thomas H. Cooksey and       105,000     105,000         19       267,000        529,000
Ltd.                                        Apartment Developers,
                                            Inc.

Rociada Partners Ltd.  Hereford, Texas      Richard Lee (Rick)          154,000     154,000         28       316,000        702,000
                                            Brown

Wadley Housing, Ltd.   Wadley, Alabama      Thomas H. Cooksey and        76,000      76,000         15       213,000        423,000
                                            Apartment Developers,
                                            Inc.

Whitewater Woods       Whitewater,          Thomas G. Larson            301,000     301,000         40       603,000      1,252,000
Limited Partnership    Wisconsin            William H. Larson, and
                                            Raymond L. Tetzlaff
                                                                    -----------   ---------      -----   -----------   -------------

                                                                    $ 4,187,000 $ 4,187,000        674   $ 9,051,000   $ 18,906,000
                                                                    =========== ===========      =====   ===========   ============


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

(2) The Partnership sold its Limited Partnership interest in this Local Limited Partnership subsequent to March 31, 2009.


                                                                 15

<PAGE>

                                         ----------------------------------------------------------------
                                                      FOR THE YEAR ENDED DECEMBER 31, 2008
                                         ----------------------------------------------------------------
                                                                                  LOW INCOME HOUSING TAX
                                                                                  CREDITS ALLOCATED TO
LOCAL LIMITED PARTNERSHIP NAME           RENTAL INCOME     NET INCOME (LOSS)            PARTNERSHIP
---------------------------------        -------------     -----------------      -----------------------


Airport Road Associates, Limited            $233,000            $(30,000)                     99%

Am-Kent Associates, Ltd.                     223,000             (31,000)                     99%

Arizona I Limited Partnership                222,000             (35,000)                     99%

Brantley Housing, Ltd.                        86,000              (1,000)                     99%

Brian's Village Apartments, an
Oklahoma Limited Partnership                 137,000              (7,000)                     99%

Candleridge Apartments of
Perry, L.P.                                  128,000             (22,000)                     99%

Candleridge Apartments of
Runnells, L.P.                               102,000                1,000                     99%

Casa Allegre Limited Partnership             224,000                9,000                     99%

Castroville Village, Ltd.                    214,000             (15,000)                     99%

Cherokee Square, L.P. (1)                    130,000              (5,000)                     99%

Divall Midland Associates
Limited Partnership II                       151,000             (31,000)                     99%

Eclectic Housing, Ltd.                        71,000                4,000                     99%

Elizabeth Square Associates,
Ltd.                                         246,000             (23,000)                     99%

Emory Capital, L.P.                           66,000             (20,000)                     99%

Emory Manor, L.P.                             97,000              (7,000)                     99%

Idalou Manor, L.P.                            98,000              (2,000)                     99%

Jefferson Capital, L.P.                      117,000              (9,000)                     99%

Jefferson Manor, L.P.                        116,000             (11,000)                     99%

Littlefield Manor, L.P.                       90,000             (20,000)                     99%

     (1)  The Partnership sold its Limited Partnership interest in this Local
          Limited Partnership subsequent to March 31, 2009.



                                       16
<PAGE>

                                         ----------------------------------------------------------------
                                                      FOR THE YEAR ENDED DECEMBER 31, 2008
                                         ----------------------------------------------------------------
                                                                                  LOW INCOME HOUSING TAX
                                                                                  CREDITS ALLOCATED TO
LOCAL LIMITED PARTNERSHIP NAME           RENTAL INCOME     NET INCOME (LOSS)            PARTNERSHIP
---------------------------------        -------------     -----------------      -----------------------
Airport Road Associates, Limited            $233,000            $(30,000)                     99%

Perry County Housing, Ltd.                    70,000              (2,000)                     99%

Pine Hill Housing, Ltd.                       89,000              (5,000)                     99%

Rociada Partners Ltd.                        116,000             (20,000)                     99%

Wadley Housing, Ltd.                          79,000              16,000                      99%

Whitewater Woods Limited
Partnership                                  183,000             (23,000)                     99%
                                         -----------           ---------

                                         $ 3,288,000           $(289,000)
                                         ===========           =========





                                       17
<PAGE>


WNC Housing Tax Credit Fund II, L.P.
March 31, 2009
                                                                                                OCCUPANCY RATES
                                                                    ----------------------------------------------------------------
                                                                                              AS OF DECEMBER 31,
                                                                    ----------------------------------------------------------------
    LOCAL LIMITED
   PARTNERSHIP NAME    LOCATION             GENERAL PARTNER NAME              2008        2007        2006        2005        2004
------------------------------------------------------------------------------------------------------------------------------------

Airport Road           Slidell, Louisiana    Clifford E. Olsen,                 95%         93%         98%         98%         98%
Associates, Limited                          Olsen Securities
                                             Corporation

Am-Kent Associates,    Amite & Kentwood,     Olsen Securities                  100%         97%         94%         97%        100%
Ltd.                   Louisiana             Corporation

Arizona I Limited      Showlow, Arizona      Western States                     86%         88%         93%        100%         81%
Partnership                                  Housing Corporation
                                             and Joe W. Roberts
                                             Company

Ashland Investment     Ashland, Oregon       Ronald D. Bettencourt             N/A          98%         98%        100%         98%
Group, an Oregon
Limited Partnership

Brantley Housing,      Brantley, Alabama     Thomas H. Cooksey and              89%         84%         89%         89%         89%
Ltd.                                         Apartment Developers, Inc.

Brian's Village        Mannford, Oklahoma    Robert W. Green and               100%         96%         93%        100%         96%
Apartments, an                               Emerald Development
Oklahoma Limited                             Co., Inc.
Partnership

Candleridge            Perry, Iowa           Eric A Sheldahl                    74%         91%         87%        100%         87%
Apartments of
Perry, L.P.

Candleridge            Runnells, Iowa        Eric A. Sheldahl                   93%         93%        100%        100%        100%
Apartments of
Runnells, L.P.



                                                                18
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
March 31, 2009

                                                                                                OCCUPANCY RATES
                                                                    ----------------------------------------------------------------
                                                                                              AS OF DECEMBER 31,
                                                                    ----------------------------------------------------------------
    LOCAL LIMITED
   PARTNERSHIP NAME    LOCATION             GENERAL PARTNER NAME              2008        2007        2006        2005        2004
------------------------------------------------------------------------------------------------------------------------------------

Casa Allegre Limited   Las Vegas, New Mexico Western States Housing
Partnership                                  Corporation, ABO
                                             Corporation and Alan D.
                                             Nofsker                            98%        100%         95%        100%        100%

Castroville Village,   Castroville, Texas    Doublekaye Corp and Gary
Ltd.                                         L. Kersch                         100%         98%         98%         95%         98%

Cherokee Square, L.P.  Rogersville,          Douglas B. Parker and
                       Tennessee             Billy D. Cobb                     100%         97%         94%         94%        100%

Divall Midland         Port Washington,      Gary J. DiVall
Associates Limited     Wisconsin
Partnership II                                                                  91%         97%         94%        100%        100%

Eclectic Housing, Ltd. Eclectic, Alabama     Thomas H. Cooksey and
                                             Apartment Developers, Inc.         93%         93%        100%        100%        100%

Elizabeth Square       Raceland, Louisiana   Olsen Securities Corp.
Associates, Ltd.                                                                83%         98%         98%        100%        100%

Emory Capital, L.P.    Emory, Texas          1600 Capital Company, Inc.         88%        100%        100%         88%        100%

Emory Manor, L.P.      Emory, Texas          1600 Capital Company, Inc.         96%         96%         96%        100%         96%

Idalou Manor, L.P.     Idalou, Texas         1600 Capital Company, Inc.         88%         96%         96%        100%        100%

Jefferson Capital,     Jefferson, Texas      1600 Capital Company, Inc.
L.P.                                                                            93%         97%         97%         93%         97%



                                       19
<PAGE>
WNC Housing Tax Credit Fund II, L.P.
March 31, 2009

                                                                                                OCCUPANCY RATES
                                                                    ----------------------------------------------------------------
                                                                                              AS OF DECEMBER 31,
                                                                    ----------------------------------------------------------------
    LOCAL LIMITED
   PARTNERSHIP NAME    LOCATION             GENERAL PARTNER NAME              2008        2007        2006        2005        2004
------------------------------------------------------------------------------------------------------------------------------------

Jefferson Manor, L.P.  Jefferson, Texas      1600 Capital Company, Inc.         91%        100%         94%         97%         97%

Lake View Limited      Beaver Dam, Wisconsin Tomas L Larson,
Partnership                                  William H. Larson, and
                                             Raymond L. Tetzlaff                N/A         N/A         95%         90%         93%

Littlefield Manor,     Littlefield, Texas    1600 Capital Company, Inc.
L.P.                                                                            96%         96%        100%         96%         92%

Perry County Housing,  Uniontown, Alabama    Thomas H. Cooksey and
Ltd.                                         Apartment Developers, Inc.         80%         80%         80%         93%         87%

Pine Hill Housing,     Pine Hill, Alabama    Thomas H. Cooksey and
Ltd.                                         Apartment Developers, Inc.         89%        100%         89%         95%         84%

Rociada Partners Ltd.  Hereford, Texas       Richard Lee (Rick) Brown           89%        100%         96%        100%        100%

Wadley Housing, Ltd.   Wadley, Alabama       Thomas H. Cooksey and
                                             Apartment Developers, Inc.         93%         87%         73%         60%         80%

Whitewater Woods       Whitewater, Wisconsin Thomas G. Larson, William
Limited Partnership                          H. Larson, and Raymond L.
                                             Tetzlaff                           98%         98%         95%         80%         88%

Willcox Investment     Willcox, Arizona      John P. Casper
Group, an Arizona
Limited Partnership                                                             N/A         90%         87%        100%         97%
                                                                                ---         ---        ---        ----         ---

                                                                                92%         95%         94%         95%         94%
                                                                                ===         ===        ===        ====         ===

N/A - The Partnership sold its interest in the Local Limited Partnership prior
to the respective year end.



                                                      20
</TABLE>

<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

NONE

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

NONE

PART II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5A.

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

(b)  At March 31, 2009, there were 559 Limited Partners and 0 assignees of
     Partnership Units who were not admitted as Limited Partners.

(c)  The Partnership was not designed to provide cash distributions to Limited
     Partners in circumstances other than refinancing or disposition of its
     investments in Local Limited Partnerships. Any such distributions would be
     made in accordance with the terms of the Partnership Agreement. During the
     years ended March 31, 2009, 2008 and 2007, the Partnership made cash
     distributions to the Limited Partners of $0, $238,265 and $0, which equated
     to $0, $34.04 and $0 per Partnership Unit, respectively.

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

(e)  The Partnership does not issue common stock

(f)  No unregistered securities were sold by the Partnership during the year
     ended March 31, 2009.

ITEM 5b. USE OF PROCEEDS

NOT APPLICABLE

ITEM 5c. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

NONE



                                       21
<PAGE>
<TABLE>
<S>            <C>
ITEM 6.  SELECTED FINANCIAL DATA

Selected balance sheet information for the Partnership is as follows:

                                                            FOR THE YEARS ENDING MARCH 31,
                                     -------------------------------------------------------------------------------
                                        2009              2008            2007             2006              2005
                                     -----------      -----------      -----------      -----------      -----------

ASSETS
Cash                                 $    21,720      $    36,267      $    75,484      $    83,339      $    83,245
Investments in Local Limited
  Partnerships, net                           --               --               --               --               --
                                     -----------      -----------      -----------      -----------      -----------

       Total Assets                  $    21,720      $    36,267      $    75,484      $    83,339      $    83,245
                                     ===========      ===========      ===========      ===========      ===========

LIABILITIES
Accrued fees and expenses due to
General Partner and affiliates       $ 2,353,511      $ 2,258,941      $ 2,221,528      $ 2,058,634      $ 1,900,629
Accounts payable                              --               --            1,575               --               --
                                     -----------      -----------      -----------      -----------      -----------

Total Liabilities                      2,353,511        2,258,941        2,223,103        2,058,634        1,900,629

         PARTNERS' DEFICIT            (2,331,791)      (2,222,674)      (2,147,619)      (1,975,295)      (1,817,384)
                                     -----------      -----------      -----------      -----------      -----------

         Total Liabilities and
         Partners' Deficit           $    21,720      $    36,267      $    75,484      $    83,339      $    83,245
                                     ===========      ===========      ===========      ===========      ===========

                                       22

<PAGE>



Selected results of operations, cash flows and other information for the
Partnership are as follows:

                                                             FOR THE YEARS ENDED
                                                                  MARCH 31,
                                    ----------------------------------------------------------------------
                                       2009          2008           2007           2006            2005
                                    ---------      ---------      ---------      ---------      ---------
Loss from operations                $(167,133)     $(200,820)     $(172,661)     $(158,312)     $(160,844)
Gain on sale of Local
   Limited Partnerships                58,000        363,905             --             --             --
Interest income                            16            125            337            401            283
                                    ---------      ---------      ---------      ---------      ---------
NET INCOME (LOSS)                   $(109,117)     $ 163,210      $(172,324)     $(157,911)      (160,561)
                                    =========      =========      =========      =========      =========

NET INCOME (LOSS) ALLOCATED TO:

   General Partner                  $  (1,091)     $   1,632      $  (1,724)     $  (1,579)     $  (1,605)
                                    =========      =========      =========      =========      =========
   Limited Partners                 $(108,026)     $ 161,578      $(170,600)     $(156,332)     $(158,956)
                                    =========      =========      =========      =========      =========
NET INCOME (LOSS) PER
  PARTNERSHIP UNIT                  $  (15.43)     $   23.08      $  (24.38)     $  (22.33)     $  (22.71)
                                    =========      =========      =========      =========      =========
OUTSTANDING WEIGHTED
  PARTNERSHIP UNITS                     7,000          7,000          7,000          7,000          7,000
                                    =========      =========      =========      =========      =========


                                                        FOR THE YEARS ENDED
                                                             MARCH 31,
                              --------------------------------------------------------------------
                                2009            2008           2007          2006          2005
                              ---------      ---------      ---------      ---------     ---------

NET CASH PROVIDED BY
 (USED IN):
   Operating activities       $ (72,547)     $(164,857)     $  (7,855)     $      94     $ (18,466)
   Investing activities          58,000        363,905             --             --            --
   Financing activities              --       (238,265)            --             --            --
                              ---------      ---------      ---------      ---------     ---------
NET CHANGE IN CASH              (14,547)       (39,217)        (7,855)            94       (18,466)

CASH, BEGINNING OF PERIOD        36,267         75,484         83,339         83,245       101,711
                              ---------      ---------      ---------      ---------     ---------

CASH, END OF PERIOD           $  21,720      $  36,267      $  75,484      $  83,339     $  83,245
                              =========      =========      =========      =========     =========


Low Income Housing Credits per Partnership Unit were as follows for the years
ended December 31:

                                 2008          2007           2006           2005          2004
                              ---------      ---------      ---------      ---------     ---------

Federal                       $      --      $      --      $      --      $       1     $       6

State                                --             --             --             --            --
                              ---------      ---------      ---------      ---------     ---------

Total                         $      --      $      --      $      --      $       1     $       6
                              =========      =========      =========      =========     ==========

</TABLE>

                                       23
<PAGE>



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

FORWARD LOOKING STATEMENTS

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

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

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

CRITICAL ACCOUNTING POLICIES AND CERTAIN RISKS AND UNCERTAINTIES

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

USE OF ESTIMATES

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

METHOD OF ACCOUNTING FOR INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

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

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


                                       24
<PAGE>

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

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

INCOME TAXES

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

In June 2006, the FASB issued Interpretation No. 48 "Accounting for Uncertainty
in Income Taxes" (FIN 48), an interpretation of FASB Statement No. 109. FIN 48
provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. FIN 48 requires
the evaluation of tax positions taken or expected to be taken in the course of
preparing the Partnership's tax returns to determine whether the tax positions
are more-likely-than-not of being sustained upon examination by the applicable
tax authority, based on the technical merits of the tax position, and then
recognizing the tax benefit that is more-likely-than-not to be realized. Tax
positions not deemed to meet the more-likely-than-not threshold would be
recorded as a tax expense in the current reporting period. As required, the
Partnership adopted FIN 48 effective April 1, 2007 and concluded that the effect
is not material to its financial statements. Accordingly, no cumulative effect
adjustment related to the adoption of FIN 48 was recorded.

Impact of New Accounting Pronouncements
---------------------------------------

In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), Fair Value
Measurements, which provides enhanced guidance for using fair value to measure
assets and liabilities. SFAS 157 also requires expanded information about the
extent to which the Partnership measures assets and liabilities at fair value,
the information used to measure fair value, and the effect of fair value
measurements on earnings. The standard applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value. The standard
does not expand the use of fair value in any new circumstances. In 2008, the
FASB issued FASB Staff Position 157-2 ("FAS FSP 157-2"), Effective Date of FASB
Statement No. 157, which delays the effective date of SFAS 157 for nonfinancial
assets and nonfinancial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually), to fiscal years beginning after November 15, 2008, and interim
periods within those fiscal years. The Partnership does not anticipate either of
these pronouncements will have a material impact on the Partnership's financial
statements.

In February 2007, the FASB issued SFAS No. 159 ("SFAS 159"), The Fair Value
Option for Financial Assets and Financial Liabilities - Including an amendment
of FASB Statement No. 115. SFAS 159 permits the choice of measuring financial
instruments and certain other items at fair value. SFAS 159 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
The Partnership does not anticipate that this pronouncement will have a material
impact on the Partnership's financial statements.

                                       25
<PAGE>

In December 2007, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 141(R) ("SFAS 141R"), which amends SFAS No. 141, and provides
revised guidance for recognizing and measuring identifiable assets and goodwill
acquired, liabilities assumed, and any noncontrolling interest in the acquiree.
SFAS 141R is effective for fiscal years beginning after December 15, 2008 and is
to be applied prospectively. SFAS 141R also requires changes to the accounting
for transaction costs, certain contingent assets and liabilities, and other
balances in a business combination. In addition, in partial acquisitions, when
control is obtained, the acquiring company must measure and record all of the
target's assets and liabilities, including goodwill, at fair value as if the
entire target company had been acquired. It also provides disclosure
requirements to enable users of the financial statements to evaluate the nature
and financial effects of the business combination. The Partnership is currently
evaluating the impacts and disclosures of this pronouncement, but would not
expect SFAS 141R to have a material impact on the Partnership's financial
statements.

On December 4, 2007, the FASB issued SFAS No. 160 ("SFAS 160"), Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS
160 replaces the concept of minority interest with noncontrolling interests in
subsidiaries. Noncontrolling interests will now be reported as a component of
equity in the consolidated statement of financial position. Earnings
attributable to noncontrolling interests will continue to be reported as part of
consolidated earnings; however, SFAS 160 requires that income attributable to
both controlling and noncontrolling interests be presented separately on the
face of the consolidated income statement. In addition, SFAS 160 provides that
when losses attributable to noncontrolling interests exceed the noncontrolling
interest's basis, losses continue to be attributed to the noncontrolling
interest as opposed to being absorbed by the consolidating entity. SFAS 160
required retroactive adoption of the presentation and disclosure requirements
for existing minority interests. All other requirements of SFAS 160 shall be
applied prospectively. SAS 160 is effective for the first annual reporting
period beginning on or after December 15, 2008. The Partnership does not expect
SFAS 160 to have a material impact on the Partnership's financial statements.

In November 2008 the FASB ratified EITF No. 08-6, Equity Method Investment
Accounting Considerations, which clarifies the accounting for how to account for
certain transactions and impairment considerations involving equity method
investments. This Issue shall be effective in fiscal years beginning on or after
December 15, 2008, and interim periods within those fiscal years. This Issue
shall be applied prospectively. Earlier application by an entity that has
previously adopted an alternative accounting policy is not permitted. The
transition disclosures in paragraphs 17 and 18 of Statement 154 shall be
provided, if applicable. The Partnership does not expect this pronouncement to
have a material impact on the Partnership's financial statements.

In December 2008, the FASB issue FASB Staff Position No. FAS 140-4 and
FIN46(R)-8 (the "FSP"), Disclosures by Public Entities (Enterprises) about
Transfers of Financial Assets and Interests in Variable Interest Entities. It
amends SFAS 140 to require public entities to provide additional disclosures
about transferors' continuing involvements with transferred financial assets.
The FSP is effective for public companies in their first reporting period
(interim or annual) that ends after December 15, 2008. The FSP also amends
FIN46R to require public enterprises, including sponsors that have a variable
interest in a variable interest entity, to provide additional disclosures about
their involvement with variable interest entities. The FSP also requires
disclosures by a public enterprise that is (a) a sponsor of a qualifying
special-purpose entity (SPE) that holds a variable interest in the qualifying
SPE but was not the transferor of financial assets to the qualifying SPE and (b)
a servicer of a qualifying SPE that holds a significant variable interest in the
qualifying SPE but was not the transferor of financial assets to the qualifying
SPE. The Partnership does not expect the FSP to have a material impact on the
Partnership's financial statements.

In April 2009, the FASB issued FSP 107-1 and APB 28-1 "Interim Disclosures about
Fair Value of Financial Instruments." The FSP requires disclosure about the
method and significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual statements. The FSP
is effective for the Partnership as of June 30, 2009 and will not impact the
Partnership's financial condition or results of operations.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." This standard
incorporates into authoritative accounting literature certain guidance that
already existed within generally accepted auditing standards, with the
requirements concerning recognition and disclosure of subsequent events
remaining essentially unchanged. This guidance addresses events which occur
after the balance sheet date but before the issuance of financial statements.
Under SFAS No.165, as under previous practice, an entity must record the effects
of subsequent events that provide evidence about conditions that existed at the
balance sheet date and must disclose but not record the effects of subsequent
events which provide evidence about conditions that did not exist at the balance
sheet date. This standard added an additional required disclosure relative to
the date through which subsequent events have been evaluated and whether that is
the date on which the financial statements were issued. SFAS No. 165 is
effective for periods ending after June 15, 2009. The adoption of SFAS No. 165
is not expected to have a material impact on the Partnership's financial
condition or results of operations.

                                       26
<PAGE>

CERTAIN RISKS AND UNCERTAINTIES

See Item 1A for a discussion of risks regarding the Partnership.

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

To date, certain Local Limited Partnerships have incurred significant operating
losses and have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partners may be
required to sustain the operations of such Local Limited Partnerships. If
additional capital contributions are not made when they are required, the
Partnership's investment in certain of such Local Limited Partnerships could be
lost, and the loss and recapture of the related Low Income Housing Tax Credits
could occur.

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

FINANCIAL CONDITION

The Partnership's assets at March 31, 2009 consisted of $22,000 in cash.
Liabilities at March 31, 2009 primarily consisted of $2,344,00 of accrued asset
management fees and $10,000 in advance payables due to the General Partner. (See
"Future Contractual Cash Obligations' below).

RESULTS OF OPERATIONS

YEAR ENDED MARCH 31, 2009 COMPARED TO YEAR ENDED MARCH 31, 2008 The
Partnership's net loss for the year ended March 31, 2009 was $(109,000),
reflecting a change of $(272,000) from the net income of $163,000 experienced
for the year ended March 31, 2008. The increase in net loss is primarily due to
the $(306,000) decrease in the gain on sale of a Local Limited Partnership. For
the year ended March 31, 2008 there was a $364,000 gain on disposal from the
sale of one Housing Complex, compared to a $58,000 gain for the year ended March
31, 2009 as a result of the Partnership selling its Limited Partnership
interests in two Local Limited Partnerships during the year ended March 31,
2008. The gains recorded by the Partnership can vary depending on the sales
prices and values of the Housing Complexes that are being sold. For the year
ended March 31, 2009 there was also a $7,000 decrease in asset management fees.
The fee is the sum of the Partnership's investment in Local Limited Partnership
interests and the Partnership's allocable share of mortgage loans on and other
debts related to the Housing Complexes owned by such Local Limited Partnerships.
The decrease is due to the fact that during the year ended March 31, 2008 one
Local Limited Partnership was sold and two other Local Limited Partnerships were
sold during the year ended March 31, 2009. Therefore, the annual amount earned
decreased. Legal and accounting expenses decreased by $24,000 due to the timing
of the accounting and legal work being performed. Additionally there was a
$(16,000) decrease in distribution income which was partially offset by a $5,000
increase in reporting fees. The current year variances are due to the fact that
Local Limited Partnerships pay the distribution income and reporting fees to the
Partnership when the Local Limited Partnership's cash flow will allow for the
payment. The taxes decreased by $22,000 due to a tax that was paid to the state
of Wisconsin related to the disposition of Lake View during the year ended March
31, 2008. The appraisal expenses increased by $(12,000) due to the fact that the
Partnership paid for the appraisals for the two Local Limited Partnerships
interests that were sold during the year ended March 31, 2009 and subsequently.
The appraisal expenses related to the disposition during the year ended March
31, 2008 were paid through the escrow.


                                       27
<PAGE>

YEAR ENDED MARCH 31, 2008 COMPARED TO YEAR ENDED MARCH 31, 2007 The
Partnership's net income for the year ended March 31, 2008 was $163,000,
reflecting a change of $336,000 from the net loss of $(173,000) experienced for
the year ended March 31, 2007. The increase in net income is primarily due to an
increase of $364,000 in the gain on sale of a Local Limited Partnership. For the
year ended March 31, 2008 there was a $364,000 gain on disposal from the sale of
one Housing Complex, compared to no gain for the year ended March 31, 2007 since
there were no Local Limited Partnerships sold in the prior year. The gains
recorded by the Partnership can vary depending on the sales prices and values of
the Housing Complexes that are being sold. For the year ended March 31, 2008
there was also a $5,000 decrease in asset management fees. The fee is the sum of
the Partnership's investment in Local Limited Partnership interests and the
Partnership's allocable share of mortgage loans on and other debts related to
the Housing Complexes owned by such Local Limited Partnerships. The decrease is
due to the fact that during the year ended March 31, 2008 one Local Limited
Partnership was sold. Therefore, the annual amount earned decreased. Legal and
accounting expenses increased by $(11,000) due to the timing of the accounting
work being performed. Additionally there was a $6,000 increase in distribution
income which was partially offset by a $(3,000) decrease in reporting fees. The
current year variances are due to the fact that Local Limited Partnerships pay
the distribution income and reporting fees to the Partnership when the Local
Limited Partnership's cash flow will allow for the payment. The taxes increased
by $(22,000) due to a tax that was paid to the state of Wisconsin related to the
disposition of Lake View.

LIQUIDITY AND CAPITAL RESOURCES

YEAR ENDED MARCH 31, 2009 COMPARED TO YEAR ENDED MARCH 31, 2008 Net decrease in
cash during the year ended March 31, 2009 was $(15,000) compared to net decrease
in cash for the year ended March 31, 2008 of $(39,000). The decrease of $24,000
in net cash used is partially due to the $109,000 in accrued asset management
fees paid during the year ended March 31, 2008 compared to $5,000 in accrued
asset management fees paid during the year ended March 31, 2009. The Partnership
also reimbursed the General Partner or an affiliate $47,000 for operating
expenses incurred by the Partnership and paid for by the General Partner for the
year ended March 31, 2008 compared to $73,000 being paid during the year ended
March 31, 2009. Between the accrued asset management fees and reimbursement of
operating expenses there was a net decrease in cash used of $78,000 for the year
ended March 31, 2009. The Partnership paid a greater amount of accrued asset
management fees during the year ended March 31, 2008 due to the cash proceeds
that were received from the disposition of Lake View. During the year ended
March 31, 2008 the Partnership paid $(238,000) in distributions to the Limited
Partners as a result of the disposition of Lake View compared to no
distributions paid during the year ended March 31, 2009. There was also
$(22,000) in taxes paid to the state of Wisconsin related to the disposition of
Lake View for the year ended March 31, 2008. The $(2,000) of accounts payable
paid during the year ended March 31, 2008 contributed to the decrease in cash
used for the year ended March 31, 2009. During the year ended March 31, 2009 the
Partnership received $58,000 for the sale of its Limited Partnership interests
in two Local Limited Partnerships compared to the $364,000 the Partnership
received for the disposition of Lake View during the year ended March 31, 2008,
resulting in $(306,000) less cash received by the Partnership. As explained
above, the cash received as a result of a sale of a Local Limited Partnership
can vary greatly depending on the value of the underlying Housing Complex of
each Local Limited Partnership. The Partnership also received $(10,000) less in
operating income due to the fact that reporting fees and distribution income are
paid to the Partnership when the Local Limited Partnership's cash flow will
allow for the payment.

YEAR ENDED MARCH 31, 2008 COMPARED TO YEAR ENDED MARCH 31, 2007 Net decrease in
cash during the year ended March 31, 2008 was $(39,000) compared to net decrease
in cash for the year ended March 31, 2007 of $(8,000). The decrease in net cash
used of $(31,000) is partially due to the $109,000 in accrued asset management
fees paid during the year ended March 31, 2008 compared to $2,000 in accrued
asset management fees paid during the year ended March 31, 2007. The Partnership
also reimbursed the General Partner or an affiliate $47,000 for operating
expenses incurred by the Partnership and paid for by the General Partner
compared to $19,000 being paid in the prior year. Between the accrued asset
management fees and reimbursement of operating expenses there was a net decrease
in cash of $(135,000). There was also $(22,000) in taxes paid to the state of
Wisconsin related to the disposition of Lake View. The $(2,000) in accounts
payable was paid during the year ended March 31, 2008 contributing to the
decrease. These decreases were offset by the $364,000 the Partnership received
for the disposition of Lake View, of which $(238,000) was distributed to the
Limited Partners, and the remaining cash funds were used by the Partnership to
pay accrued fees as noted above.

Accrued payables, which consist primarily of related party management fees due
to the General Partner, increased by approximately $95,000, $37,000 and $163,000
for the years ended March 31, 2009, 2008 and 2007, 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 currently has insufficient working capital to fund its
operations. Associates has agreed to continue providing advances sufficient
enough to fund the operations and working capital requirements of the
Partnership through August 31, 2010.

                                       28
<PAGE>


Future Contractual Cash Obligations

The following table summarizes the Partnership's future contractual cash
obligations as of March 31, 2009:

<TABLE>
<S>            <C>
                               2010         2011         2012         2013         2014      THEREAFTER     TOTAL
                            ----------   ----------   ----------   ----------   ----------   ----------   ----------

Asset management fees (1)   $2,459,815   $  116,231   $  116,231   $  116,231   $  116,231   $3,603,161   $6,527,900
                            ----------   ----------   ----------   ----------   ----------   ----------   ----------
Total contractual cash
   obligations              $2,459,815   $  116,231   $  116,231   $  116,231   $  116,231   $3,603,161   $6,527,900
                            ==========   ==========   ==========   ==========   ==========   ==========   ==========

(1)  Asset Management Fees are payable annually until termination of the Partnership, which is to occur no later
     than 2045. The estimate of the fees payable included herein assumes the retention of the Partnership's
     interest in all Housing Complexes until 2045. Amounts due to the General Partner as of March 31, 2009 have
     been included in the 2010 column. Also, the disposal that occurred subsequent to March 31, 2009 has been taken
     into account to determine future obligations. The General Partner does not anticipate that these fees will be
     paid until such time as capital reserves are in excess of the aggregate of the existing contractual
     obligations and the anticipated future foreseeable obligations of the Partnership.

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


                                                        29
</TABLE>

<PAGE>



OFF-BALANCE SHEET ARRANGEMENTS

The Partnerships has no off-balance sheet arrangements.

EXIT STRATEGY

See Item 1 for information in this regard.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

See footnote 1 to the financial statements.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

NOT APPLICABLE

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




                                       30
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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, 2009 and 2008, and the related  statements of operations,  partners' deficit
and cash flows for each of the years in the  three-year  period  ended March 31,
2009.  The   Partnership's   management  is  responsible   for  these  financial
statements.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

     We  conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements are free of material  misstatement.  The Partnership it is
not required to have,  nor were we engaged to perform,  an audit of its internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion  on  the  effectiveness  of  the  Partnership's  internal  control  over
financial reporting.  Accordingly, we express no such opinion. An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of WNC Housing Tax Credit Fund
II, L.P. (a California  Limited  Partnership) as of March 31, 2009 and 2008, and
the  results of its  operations  and its cash flows for each of the years in the
three-year period ended March 31, 2009, in conformity with accounting principles
generally accepted in the United States of America.

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




/s/ Reznick Group, P.C.
-----------------------

Bethesda, Maryland
August 11, 2009
                                       31

<PAGE>
<TABLE>
<S>            <C>

                           WNC HOUSING TAX CREDIT FUND II, L.P.
                            (A CALIFORNIA LIMITED PARTNERSHIP)

                                      BALANCE SHEETS



                                                                        MARCH 31,
                                                                --------------------------
                                                                   2009            2008
                                                                -----------    -----------

ASSETS

Cash                                                             $    21,720    $    36,267
Investments in Local Limited Partnerships, net (Notes 2 and 3)            --             --
                                                                 -----------    -----------

    Total Assets                                                 $    21,720    $    36,267
                                                                 ===========    ===========

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Accrued fees and expenses due to General Partner and
     affiliates (Note 3)                                         $ 2,353,511    $ 2,258,941
                                                                 -----------    -----------

Partners' Deficit:
    General Partner                                                  (80,478)       (79,387)
    Limited Partners (12,000 Partnership Units authorized;
     7,000 Partnership Units issued and outstanding)              (2,251,313)    (2,143,287)
                                                                 -----------    -----------

      Total Partners' Deficit                                     (2,331,791)    (2,222,674)
                                                                 -----------    -----------

             Total Liabilities and Partners' Deficit             $    21,720    $    36,267
                                                                 ===========    ===========


                      See accompanying notes to financial statements


                                            32
<PAGE>


                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS


                                                 FOR THE YEARS ENDED MARCH 31,
                                             -----------------------------------

                                               2009         2008         2007
                                             ---------    ---------    ---------

Distribution income                          $      --    $  15,494    $   9,572
Reporting fees                                   5,845          850        3,642
                                             ---------    ---------    ---------

Total income                                     5,845       16,344       13,214
                                             ---------    ---------    ---------

Operating expenses:
   Asset management fees (Note 3)              133,525      140,466      144,900
   Legal and accounting                         22,980       46,832       35,500
   Taxes                                           800       22,800          800
   Appraisal expenses                           12,290           --           --
   Other                                         3,383        7,066        4,675
                                             ---------    ---------    ---------

    Total operating expenses                   172,978      217,164      185,875
                                             ---------    ---------    ---------

Loss from operations                          (167,133)    (200,820)    (172,661)

Gain on sale of Local Limited Partnerships      58,000      363,905           --

Interest income                                     16          125          337
                                             ---------    ---------    ---------

Net income (loss)                            $(109,117)   $ 163,210    $(172,324)
                                             =========    =========    =========

Net income (loss) allocated to:
   General Partner                           $  (1,091)   $   1,632    $  (1,724)
                                             =========    =========    =========

   Limited Partners                          $(108,026)   $ 161,578    $(170,600)
                                             =========    =========    =========

Net income (loss) per Partnership Unit       $  (15.43)   $   23.08    $  (24.38)
                                             =========    =========    =========

Outstanding weighted Partnership Units           7,000        7,000        7,000
                                             =========    =========    =========


                 See accompanying notes to financial statements

                                       33

<PAGE>


                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                         STATEMENTS OF PARTNERS' DEFICIT

               FOR THE YEARS ENDED MARCH 31, 2009, 2008, AND 2007


                                        GENERAL       LIMITED
                                        PARTNER       PARTNERS         TOTAL
                                      -----------    -----------    -----------


Partners' deficit at March 31, 2006   $   (79,295)   $(1,896,000)   $(1,975,295)

Net loss                                   (1,724)      (170,600)      (172,324)
                                      -----------    -----------    -----------

Partners' deficit at March 31, 2007       (81,019)    (2,066,600)    (2,147,619)

Net income                                  1,632        161,578        163,210

Distributions                                  --       (238,265)      (238,265)
                                      -----------    -----------    -----------

Partners' deficit at March 31, 2008       (79,387)    (2,143,287)    (2,222,674)

Net loss                                   (1,091)      (108,026)      (109,117)
                                      -----------    -----------    -----------

Partners' deficit at March 31, 2009   $   (80,478)   $(2,251,313)   $(2,331,791)
                                      ===========    ===========    ===========


                 See accompanying notes to financial statements


                                       34
<PAGE>


                           WNC HOUSING TAX CREDIT FUND II, L.P.
                            (A CALIFORNIA LIMITED PARTNERSHIP)

                                 STATEMENTS OF CASH FLOWS

                                                           FOR THE YEARS ENDED MARCH 31,
                                                        2009         2008          2007
                                                      ---------    ---------    ---------

Cash flows from operating activities:
  Net income (loss)                                   $(109,117)   $ 163,210    $(172,324)
  Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
     Change in accrued fees and expenses due to
         General Partner and affiliates                  94,570       37,413      162,894
     Change in accounts payable                              --       (1,575)       1,575
     Gain on sale of investment in Local Limited
         Partnerships                                   (58,000)    (363,905)          --
                                                      ---------    ---------    ---------

Net cash used in operating activities                   (72,547)    (164,857)      (7,855)
                                                      ---------    ---------    ---------

Cash flows provided by investing activities:
  Proceeds from sale of investment in Local
    Limited Partnerships                                 58,000      363,905           --
                                                      ---------    ---------    ---------

          Net cash provided by investing activities      58,000      363,905           --
                                                      ---------    ---------    ---------

Cash flows used in financing activities:
    Distributions to Limited Partners                        --     (238,265)          --
                                                      ---------    ---------    ---------

          Net cash used in financing activities              --     (238,265)          --
                                                      ---------    ---------    ---------

Net decrease in cash                                    (14,547)     (39,217)      (7,855)

Cash, beginning of period                                36,267       75,484       83,339
                                                      ---------    ---------    ---------

Cash, end of period                                   $  21,720    $  36,267    $  75,484
                                                      =========    =========    =========

SUPPLEMENTAL DISCLOSURE OF
     CASH FLOW INFORMATION:
     Taxes paid                                       $     800    $     800    $     800
                                                      =========    =========    =========

SIGNIFICANT NONCASH OPERATING AND INVESTING
ACTIVITIES - Taxes paid to the State of
Wisconsin as a result of the disposition of
one Housing Complex made directly by the
closing agent of the transaction                      $      --    $  22,000    $      --
                                                      =========    =========    =========



                      See accompanying notes to financial statements

                                           35

</TABLE>

<PAGE>


                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

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

WNC Housing Tax Credit Fund II, L.P., a California Limited Partnership (the
"Partnership"), was formed on January 19, 1990 under the laws of the State of
California. The Partnership was formed to acquire limited partnership interests
in other limited partnerships ("Local Limited Partnerships") which owns
multi-family housing complexes ("Housing Complexes") that are eligible for
Federal low income housing tax credits ("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 Complexes. Each Local Limited Partnership is governed by its agreement
of limited partnership (the "Local Limited Partnership Agreement").

The general partner of the Partnership is WNC Financial Group, L.P., (the
"General Partner"). The general partners of the General Partner are WNC &
Associates, Inc. ("Associates"), and Wilfred N. Cooper, Sr. The chairman and
president own all of the outstanding stock of Associates. The business of the
Partnership is conducted primarily through Associates, as the Partnership has no
employees of its own.

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

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

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

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

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

An investment in the Partnership and the Partnership's investments in Local
Limited Partnerships and their Housing Complexes are subject to risks. These
risks may impact the tax benefits of an investment in the Partnership, and the
amount of proceeds available for distribution to the Limited Partners, if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:

The Low Income Housing Tax Credit rules are extremely complicated. Noncompliance
with these rules results in the loss of future Low Income Housing Tax Credits
and the fractional recapture of Low Income Housing Tax Credits already taken. In
most cases the annual amount of Low Income Housing Tax Credits that an
individual can use is limited to the tax liability due on the person's last
$25,000 of taxable income. The Local Limited Partnerships


                                       36
<PAGE>

                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

may be unable to sell the Housing Complexes at a price which would result in the
Partnership realizing cash distributions or proceeds from the transaction.
Accordingly, the Partnership may be unable to distribute any cash to its Limited
Partners. Low Income Housing Tax Credits may be the only benefit from an
investment in the Partnership.

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

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

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

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


                                       37
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007



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

The Partnership currently has insufficient working capital to fund its
operations. Associates has agreed to continue providing advances sufficient
enough to fund the operations and working capital requirements of the
Partnership through August 31, 2010.

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

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

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

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

Upon identifying those Housing Complexes with the highest potential for a
successful sale, refinancing or syndication, the Partnership expects to proceed
with efforts to liquidate them. The objective is to maximize the Limited
Partners' return wherever possible and, ultimately, to wind down the
Partnership. Local Limited Partnership interests may be disposed of any time by
the General Partner in its discretion. While liquidation of the Housing
Complexes continues to be evaluated, the dissolution of the Partnership was not
imminent as of March 31, 2009. All Local Limited Partnerships have completed the
15-year compliance period as of March 31, 2009.

During the year ended March 31, 2008 the Partnership sold the Housing Complex of
one Local Limited Partnership, Lake View, a California limited partnership
("Lake View"). Lake View owns the Lake View Apartments (the"Lake View
Properties") located in Beaver Dam, Wisconsin.

On July 13, 2007, the Partnership filed preliminary consent solicitation
materials with the SEC regarding the sale of the Lake View Property. Definitive
materials were filed with the SEC on July 23, 2007 and disseminated to the
Partnership's Limited Partners on July 24, 2007. Additional definitive proxy
material was sent to the Limited Partners on August 7, 2007 as a reminder to
return their proxies as quickly as possible.

The disposition of Lake View Property was closed on August 29, 2007. The Housing
Complex sold for $1,757,000. The General Partner of Lake View Property was paid
approximately $157,000, the existing mortgage in the amount of $1,208,000 was
paid, $364,000 was distributed to the Partnership and the remaining $17,000 was
used to pay for title, escrow and legal expenses relating to the disposition.
And additional $10,000 was being held to pay for the final audit and tax return
preparation. On August 29, 2007 the Partnership received a cash distribution in
the amount of $342,000 the other $22,000 was being held with the attorney to pay
the Partnership's non-resident state income tax in relation to the disposition.
On December 17, 2007, the Partnership distributed $238,000 to the Limited
Partners as outlined in the proxy. The remaining $104,000 was maintained in the
Partnership to reimburse for funded reserves of $102,000 and proxy costs of
$2,000.

On March 5, 2008, the Partnership filed preliminary consent solicitation
materials with the Securities and Exchange Commission ("SEC") regarding the
adoption of a Plan of Liquidation. Definitive materials were filed with the SEC

                                       38
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

on March 26, 2008. On May 1, 2008 additional definitive materials were filed
with the SEC reminding the Limited Partners to send their votes in as the
deadline was approaching. The proxy received majority votes in favor of the
liquidation plan on May 12, 2008.

During the year ended March 31, 2009, the Partnership sold its Limited
Partnership interests in Ashland Investment Group ("Ashland") and Wilcox
Investment Group ("Wilcox"). Ashland was appraised with a value of $960,000 and
the outstanding mortgage debt was $1,342,707, and Wilcox was appraised at
$1,060,000 and had outstanding mortgage debt of $1,026,339. Both Ashland and
Wilcox were subject to terms contained within an Option Agreement. Per each
Option Agreement the Local General Partner could purchase the Limited
Partnership interest for the appraised value at restricted rents. As noted
above, the appraised value was less than the outstanding debt for Ashland, but
the Partnership was able to negotiate $25,000 from the purchaser as a
transaction fee. The Partnership received $33,000 for the sale of its Limited
Partnership interest in Wilcox which was the difference between the appraised
value and the outstanding debt. The total cash received for both dispositions
was $58,000 which is being kept in the Partnerships reserves to pay the costs
incurred related to both dispositions and other operating expenses of the
Partnership.

Subsequent to March 31, 2009, the Partnership sold its Limited Partnership
interests in Cherokee Square Ltd. ("Cherokee"). Cherokee was appraised with a
value of $584,000 and had an outstanding mortgage balance of $940,544. Cherokee
did not have an Option Agreement but the Local General Partner was interested in
purchasing the Limited Partnership interest in the property. Although Cherokee
had an appraisal value less than its outstanding debt, the Local General Partner
agreed to pay the Partnership $20,000 to cover all transfer costs, including
legal expenses and the appraisal costs. Therefore the Local Limited Partnership
interest of Cherokee was purchased by the Local General Partner in April 2009.
The Partnership received the $20,000 for the disposition which is being kept in
the Partnerships reserves to pay the costs incurred related to the disposition
and other operating expenses of the Partnership. This amount will be included in
gain on sale of Local Limited Partnerships during the year ended March 31, 2010.

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

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

"Equity in losses of Local Limited Partnerships" for each year ended March 31
have been recorded by the Partnership based on nine months of reported results
provided by the Local Limited Partnerships for each year ended December 31 and
on three months of results, estimated by management of the Partnership.
Management's estimate for the three- month period is based on either actual
unaudited results reported by the Local Limited Partnerships or historical
trends in the operations of the Local Limited Partnerships. In subsequent annual
financial statements, upon receiving

                                       39
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

the actual annual results reported by the Local Limited Partnerships, management
reverses its prior estimate and records the actual results reported by the Local
Limited Partnerships. Equity in losses of 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 impaired (see
Note 3). If the Local Limited Partnerships reported net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.

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

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

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

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

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

The Partnership considers all highly liquid investments with original maturities
of three months or less when purchased to be cash equivalents. As of March 31,
2009 and 2008, the Partnership had no cash equivalents.

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 periods presented, as defined by SFAS No. 130.

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

Net loss per Partnership Unit is calculated pursuant to STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS NO. 128, EARNINGS PER SHARE. Net loss per Partnership Unit
includes no dilution and is computed by dividing loss available to Limited
Partners by the weighted average number of Partnership Units outstanding during
the period. Calculation of diluted net loss per Partnership Unit is not
required.

                                       40
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007

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

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

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

In June 2006, FASB issued Interpretation No. 48 "Accounting for Uncertainty in
Income Taxes" (FIN 48), an interpretation of FASB Statement No. 109. FIN 48
provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. FIN 48 requires
the evaluation of tax positions taken or expected to be taken in the course of
preparing the Partnership's tax returns to determine whether the tax positions
are more-likely-than-not of being sustained upon examination by the applicable
tax authority, based on the technical merits of the tax position, and then
recognizing the tax benefit that is more-likely-than-not to be realized. Tax
positions not deemed to meet the more-likely-than-not threshold would be
recorded as a tax expense in the current reporting period. As required, the
Partnership adopted FIN 48 effective April 1, 2007 and concluded that the effect
is not material to its financial statements. Accordingly, no cumulative effect
adjustment related to the adoption of FIN 48 was recorded.

Impact of New Accounting Pronouncements
---------------------------------------

In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), Fair Value
Measurements, which provides enhanced guidance for using fair value to measure
assets and liabilities. SFAS 157 also requires expanded information about the
extent to which the Partnership measures assets and liabilities at fair value,
the information used to measure fair value, and the effect of fair value
measurements on earnings. The standard applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value. The standard
does not expand the use of fair value in any new circumstances. In 2008, the
FASB issued FASB Staff Position 157-2 ("FAS FSP 157-2"), Effective Date of FASB
Statement No. 157, which delays the effective date of SFAS 157 for nonfinancial
assets and nonfinancial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually), to fiscal years beginning after November 15, 2008, and interim
periods within those fiscal years. The Partnership does not anticipate either of
these pronouncements will have a material impact on the Partnership's financial
statements.

In February 2007, the FASB issued SFAS No. 159 ("SFAS 159"), The Fair Value
Option for Financial Assets and Financial Liabilities - Including an amendment
of FASB Statement No. 115. SFAS 159 permits the choice of measuring financial
instruments and certain other items at fair value. SFAS 159 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
The Partnership does not anticipate that this pronouncement will have a material
impact on the Partnership's financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 141(R) ("SFAS 141R"), which amends SFAS No. 141, and provides
revised guidance for recognizing and measuring identifiable assets and goodwill
acquired, liabilities assumed, and any noncontrolling interest in the acquiree.
SFAS 141R is effective for fiscal years beginning after December 15, 2008 and is
to be applied prospectively. SFAS 141R also requires changes to the accounting
for transaction costs, certain contingent assets and liabilities, and other
balances in a business


                                       41
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

combination. In addition, in partial acquisitions, when control is obtained, the
acquiring company must measure and record all of the target's assets and
liabilities, including goodwill, at fair value as if the entire target company
had been acquired. It also provides disclosure requirements to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination. The Partnership is currently evaluating the impacts and
disclosures of this pronouncement, but would not expect SFAS 141R to have a
material impact on the Partnership's financial statements.

On December 4, 2007, the FASB issued SFAS No. 160 ("SFAS 160"), Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS
160 replaces the concept of minority interest with noncontrolling interests in
subsidiaries. Noncontrolling interests will now be reported as a component of
equity in the consolidated statement of financial position. Earnings
attributable to noncontrolling interests will continue to be reported as part of
consolidated earnings; however, SFAS 160 requires that income attributable to
both controlling and noncontrolling interests be presented separately on the
face of the consolidated income statement. In addition, SFAS 160 provides that
when losses attributable to noncontrolling interests exceed the noncontrolling
interest's basis, losses continue to be attributed to the noncontrolling
interest as opposed to being absorbed by the consolidating entity. SFAS 160
required retroactive adoption of the presentation and disclosure requirements
for existing minority interests. All other requirements of SFAS 160 shall be
applied prospectively. SAS 160 is effective for the first annual reporting
period beginning on or after December 15, 2008. The Partnership does not expect
SFAS 160 to have a material impact on the Partnership's financial statements.

In November 2008 the FASB ratified EITF No. 08-6, Equity Method Investment
Accounting Considerations, which clarifies the accounting for how to account for
certain transactions and impairment considerations involving equity method
investments. This Issue shall be effective in fiscal years beginning on or after
December 15, 2008, and interim periods within those fiscal years. This Issue
shall be applied prospectively. Earlier application by an entity that has
previously adopted an alternative accounting policy is not permitted. The
transition disclosures in paragraphs 17 and 18 of Statement 154 shall be
provided, if applicable. The Partnership does not expect this pronouncement to
have a material impact on the Partnership's financial statements.

In December 2008, the FASB issue FASB Staff Position No. FAS 140-4 and
FIN46(R)-8 (the "FSP"), Disclosures by Public Entities (Enterprises) about
Transfers of Financial Assets and Interests in Variable Interest Entities. It
amends SFAS 140 to require public entities to provide additional disclosures
about transferors' continuing involvements with transferred financial assets.
The FSP is effective for public companies in their first reporting period
(interim or annual) that ends after December 15, 2008. The FSP also amends
FIN46R to require public enterprises, including sponsors that have a variable
interest in a variable interest entity, to provide additional disclosures about
their involvement with variable interest entities. The FSP also requires
disclosures by a public enterprise that is (a) a sponsor of a qualifying
special-purpose entity (SPE) that holds a variable interest in the qualifying
SPE but was not the transferor of financial assets to the qualifying SPE and (b)
a servicer of a qualifying SPE that holds a significant variable interest in the
qualifying SPE but was not the transferor of financial assets to the qualifying
SPE. The Partnership does not expect the FSP to have a material impact on the
Partnership's financial statements.

In April 2009, the FASB issued FSP 107-1 and APB 28-1 "Interim Disclosures about
Fair Value of Financial Instruments." The FSP requires disclosure about the
method and significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual statements. The FSP
is effective for the Partnership as of June 30, 2009 and will not impact the
Partnership's financial condition or results of operations.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." This standard
incorporates into authoritative accounting literature certain guidance that
already existed within generally accepted auditing standards, with the
requirements concerning recognition and disclosure of subsequent events
remaining essentially unchanged. This guidance addresses events which occur
after the balance sheet date but before the issuance of financial statements.

                                       42
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

Under SFAS No.165, as under previous practice, an entity must record the effects
of subsequent events that provide evidence about conditions that existed at the
balance sheet date and must disclose but not record the effects of subsequent
events which provide evidence about conditions that did not exist at the balance
sheet date. This standard added an additional required disclosure relative to
the date through which subsequent events have been evaluated and whether that is
the date on which the financial statements were issued. SFAS No. 165 is
effective for periods ending after June 15, 2009. The adoption of SFAS No. 165
is not expected to have a material impact on the Partnership's financial
condition or results of operations.

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

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



                                       43
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007



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

As of March 31, 2009 and 2008, the Partnership owns Local Limited Partnership
interests in 24 and 26 Local Limited Partnerships, respectively. As of March 31,
2009 and 2008, these Local Limited Partnership's each own one Housing Complex
consisting of an aggregate of 674 and 744, apartment units, respectively. The
respective Local General Partners of the Local Limited Partnerships manage the
day to day operations of the entities. Significant Local Limited Partnership
business decisions require approval from the Partnership. The Partnership, as a
limited partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements, of the operating profits and losses, taxable income and
losses, and Low Income Housing Tax Credits of the Local Limited Partnerships.

The Partnership's investments in Local Limited Partnerships as shown in the
balance sheets at March 31, 2009 and 2008, are approximately $4,814,000 and
$4,626,000, 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, and acquisition, selection and other costs related to
the acquisition of the investments which have been capitalized in the
Partnership's investment account along with impairment losses recorded in the
Partnership's investment account.

At March 31, 2009 and 2008, the investment accounts in all of the Local Limited
Partnerships have reached a zero balance. Consequently, all of the Partnership's
estimates of its share of losses for the years ended March 31, 2009, 2008 and
2007, amounting to approximately $286,000, $357,000 and $505,000, respectively,
have not been recognized. As of March 31, 2009, the aggregate share of net
losses not recognized by the Partnership amounted to $5,007,000.



                                       44
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007



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

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

<TABLE>
<S>            <C>
                        COMBINED CONDENSED BALANCE SHEETS

                                                           2008             2007
                                                        ------------     ------------

ASSETS

Buildings and improvements (net of accumulated
   depreciation for 2008 and 2007 of $13,579,000 and
   $14,023,000 respectively)                            $ 11,843,000     $ 14,300,000
Land                                                       1,139,000        1,274,000
Other assets                                               2,273,000        2,289,000
                                                        ------------     ------------

     Total assets                                       $ 15,255,000     $ 17,863,000
                                                        ============     ============

Liabilities

Mortgage loans payable                                  $ 18,906,000     $ 21,405,000
Due to related parties                                       136,000          175,000
Other liabilities                                            459,000          347,000
                                                        ------------     ------------

     Total liabilities                                    19,501,000       21,927,000
                                                        ------------     ------------

Partners' equity (deficit)

WNC Housing Tax Credit Fund II, L.P.                      (4,814,000)      (4,626,000)
Other partners                                               568,000          562,000
                                                        ------------     ------------

     Total partners' equity (deficit)                     (4,246,000)      (4,064,000)
                                                        ------------     ------------

         Total liabilities and partners' deficit        $ 15,255,000     $ 17,863,000
                                                        ============     ============

</TABLE>



                                       45
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007

<TABLE>
<S>            <C>
NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, CONTINUED
-------------------------------------------------------------

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                             2008            2007             2006
                                          -----------     -----------     -----------

Revenues                                  $ 3,515,000     $ 3,675,000     $ 3,681,000
                                          -----------     -----------     -----------

Expenses:
  Operating expenses                        2,623,000       2,738,000       2,754,000
  Interest expense                            456,000         520,000         615,000
  Depreciation and amortization               725,000         778,000         822,000
                                          -----------     -----------     -----------

   Total expenses                           3,804,000       4,036,000       4,191,000
                                          -----------     -----------     -----------

  Net operating loss                      $  (289,000)    $  (361,000)    $  (510,000)
                                          -----------     -----------     -----------

 Net loss allocable to the partnership    $  (286,000)    $  (357,000)    $  (505,000)
                                          ===========     ===========     ===========

Net loss recorded by the partnership      $        --     $        --     $        --
                                          ===========     ===========     ===========
</TABLE>

Certain Local Limited Partnerships have incurred significant 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 Partners may be
required to sustain 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 Low Income Housing Tax Credits could
occur.

NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

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

          Acquisition fees equal to 9% of the gross proceeds from the sale of
          Partnership Units as compensation for services rendered in connection
          with the acquisition of Local Limited Partnerships. At the end of all
          periods presented, the Partnership incurred acquisition fees of
          $630,000. Accumulated amortization of these capitalized costs was
          $630,000 for all periods presented.

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

          An annual asset management fee equal to 0.5% of the Invested Assets of
          the Partnership, as defined. "Invested Assets" means the sum of the
          Partnership's investment in Local Limited Partnership interests and
          the Partnership's allocable share of mortgage loans on and other debts
          related to the Housing Complexes owned by such Local Limited
          Partnerships. Management fees of $133,525, $140,466 and $144,900 were
          incurred during the years ended March 31, 2009, 2008 and 2007,
          respectively, of which $5,000, $108,613 and $2,000 was paid during the
          years ended March 31, 2009, 2008 and 2007, respectively.


                                       46
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


NOTE 3 - RELATED PARTY TRANSACTIONS, CONTINUED
----------------------------------------------

          A subordinated disposition fee in an amount equal to 1% of the sale
          price may be received in connection with the sale or disposition of a
          Housing Complex or Local Limited Partnership interest. Payment of this
          fee is subordinated to the Limited Partners receiving a preferred
          return of 6% (as defined in the Partnership Agreement) and is payable
          only if the General Partner or its affiliates render services in the
          sales effort. No such fee was incurred for all periods presented.

          The Partnership reimbursed the General Partner or its affiliates for
          operating expenses incurred by the Partnership and paid for by the
          General Partner or its affiliates on behalf of the Partnership.
          Operating expense reimbursements were $73,408, $46,587 and $19,406
          during the years ended March 31, 2009, 2008 and 2007 respectively.

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

                                                               MARCH 31,
                                                        ------------------------
                                                           2009          2008
                                                        ----------    ----------

Expenses paid by the General Partner
   or an affiliate on behalf of the Partnership         $    9,927    $   43,882

Accrued asset management fees                            2,343,584     2,215,059
                                                        ----------    ----------

Total                                                   $2,353,511    $2,258,941
                                                        ==========    ==========

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

<TABLE>
<S>            <C>
NOTE 4 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------

The following is a summary of the quarterly operations for the years ended March 31:

                                   JUNE 30       SEPTEMBER 30    DECEMBER 31      MARCH 31
                                 -----------     -----------     -----------     -----------
       2009
       ----

Income                           $     2,000     $     3,000     $        --     $     1,000

Operating expenses                   (36,000)        (35,000)        (68,000)        (34,000)

Loss from operations                 (34,000)        (32,000)        (68,000)        (33,000)

Gain on sale of two
  Local Limited Partnerships              --              --          58,000              --

Net loss                             (34,000)        (32,000)        (10,000)        (33,000)

Net loss available to Limited
  Partners                           (34,000)        (32,000)        (10,000)        (32,000)

Net loss per Partnership Unit             (5)             (5)             (1)             (4)

                                       47
<PAGE>

                               WNC HOUSING TAX CREDIT FUND II, L.P.
                                (A CALIFORNIA LIMITED PARTNERSHIP)

                             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                         FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007

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

The following is a summary of the quarterly operations for the years ended March 31:

                                       JUNE 30       SEPTEMBER 30    DECEMBER 31       MARCH 31
                                     -----------     -----------     -----------     -----------

          2008
          ----

Income                               $     2,000     $     7,000     $     1,000     $     6,000

Operating expenses                       (37,000)        (43,000)        (58,000)        (79,000)

Loss from operations                     (35,000)        (36,000)        (57,000)        (73,000)

Gain on sale of one
  Local Limited Partnership                   --         342,000          22,000              --

Net income (loss)                        (35,000)        306,000         (35,000)        (73,000)

Net income (loss) available to
  Limited Partners                       (34,000)        303,000         (35,000)        (72,000)

Net income (loss) per Partnership
  Unit                                        (5)             44              (5)            (10)


                                       JUNE 30       SEPTEMBER 30    DECEMBER 31       MARCH 31
                                     -----------     -----------     -----------     -----------

          2007
          ----

Income                               $     3,000     $    4,000      $        --     $    7,000

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

Loss from operations                     (34,000)       (67,000)         (37,000)       (34,000)

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

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

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



                                                48
</TABLE>

<PAGE>

                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007



NOTE 5 - SUBSEQUENT EVENTS
--------------------------

Subsequent to March 31, 2009, the Partnership sold its Limited Partnership
interests in Cherokee Square Ltd. ("Cherokee"). Cherokee was appraised with a
value of $584,000 and had an outstanding mortgage balance of $940,544. Cherokee
did not have an Option Agreement but the Local General Partner was interested in
purchasing the Limited Partnership interest in the property. Although Cherokee
had an appraisal value less than its outstanding debt, the Local General Partner
agreed to pay the Partnership $20,000 to cover all transfer costs, including
legal expenses and the appraisal costs. Therefore the Local Limited Partnership
interest of Cherokee was purchased by the Local General Partner in April 2009.
The Partnership received the $20,000 for the disposition which is being kept in
the Partnerships reserves to pay the costs incurred related to the disposition
and other operating expenses of the Partnership.




                                       49
<PAGE>

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

NONE

ITEM 9A. CONTROLS AND PROCEDURES

(a)  Disclosure controls and procedures
     ----------------------------------

     As of the end of the period covered by this report, the Partnership's
     General Partner, under the supervision and with the participation of the
     Chief Executive Officer and Chief Financial Officer of Associates, carried
     out an evaluation of the effectiveness of the Partnership's "disclosure
     controls and procedures" as defined in Securities Exchange Act of 1934 Rule
     13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer
     and Chief Financial Officer have concluded that, as of the end of the
     period covered by this report, the Partnership's disclosure controls and
     procedures were not effective to ensure that material information required
     to be disclosed in the Partnership's periodic report filings with SEC is
     recorded, processed, summarized and reported within the time period
     specified by the SEC's rules and forms, consistent with the definition of
     "disclosure controls and procedures" under the Securities Exchange Act of
     1934.

     The Partnership must rely on the Local Limited Partnerships to provide the
     Partnership with certain information necessary to the timely filing of the
     Partnership's periodic reports. Factors in the accounting at the Local
     Limited Partnerships have caused delays in the provision of such
     information during past reporting periods, and resulted in the
     Partnership's inability to file its periodic reports in a timely manner.

     Once the Partnership has received the necessary information from the Local
     Limited Partnerships, the Chief Executive Officer and the Chief Financial
     Officer of Associates believe that the material information required to be
     disclosed in the Partnership's periodic report filings with SEC is
     effectively recorded, processed, summarized and reported, albeit not in a
     timely manner. Going forward, the Partnership will use the means reasonably
     within its power to impose procedures designed to obtain from the Local
     Limited Partnerships the information necessary to the timely filing of the
     Partnership's periodic reports.

(b)  Management's annual report on internal control over financial reporting
     -----------------------------------------------------------------------

     The management of Associates is responsible for establishing and
     maintaining for the Partnership adequate internal control over financial
     reporting as that term is defined in Securities Exchange Act Rule
     13a-15(f), and for performing an assessment of the effectiveness of
     internal control over financial reporting as of March 31, 2009. The
     internal control process of Associates, as it is applicable to the
     Partnership, was designed to provide reasonable assurance to Associates
     regarding the preparation and fair presentation of published financial
     statements, and includes those policies and procedures that:

     (1)  Pertain to the maintenance of records that in reasonable detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the Partnership;

     (2)  Provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of financial statements in accordance
          with generally accepted accounting principles in the United States,
          and that the Partnership's receipts and expenditures are being made
          only in accordance with authorization of the management of Associates;
          and

     (3)  Provide reasonable assurance regarding prevention or timely detection
          of unauthorized acquisition, use or disposition of the Partnership's
          assets that could have a material effect on the financial statements.

     All internal control processes, no matter how well designed, have inherent
     limitations. Therefore, even those processes determined to be effective can
     provide only reasonable assurance with respect to the reliability of
     financial statement preparation and presentation. Further, projections of
     any evaluation of effectiveness to future periods are subject to the risk
     that controls may become inadequate because of changes in conditions or
     that the degree of compliance with the policies or procedures may
     deteriorate.


                                       50
<PAGE>

     Management of Associates assessed the effectiveness of its internal control
     over financial reporting, as it is applicable to the Partnership, as of the
     end of the Partnership's most recent fiscal year. In making this
     assessment, it used the criteria set forth in Internal Control - Integrated
     Framework issued by the Committee of Sponsoring Organizations of the
     Treadway Commission (COSO). Based on its assessment, management of
     Associates concluded that, for the reasons set forth above under
     "Disclosure controls and procedures", the internal control over financial
     reporting, as it is applicable to the Partnership, was not effective as of
     March 31, 2009. This annual report does not include an attestation report
     of the Partnership's independent registered public accounting firm
     regarding internal control over financial reporting. Management's report
     was not subject to attestation by the Partnership's independent registered
     public accounting firm pursuant to temporary rules of the Securities and
     Exchange Commission that permit the Partnership to provide only
     management's report in this annual report.

     For purposes of the Securities Exchange Act of 1934, the term "material
     weakness" is a deficiency, or a combination of deficiencies, in a reporting
     company's internal control over financial reporting such that there is a
     reasonable possibility that a material misstatement of the company's annual
     or interim financial statements will not be prevented or detected on a
     timely basis. For the reasons discussed above in this Item 9A, sub-section
     (a) under the caption "Disclosure controls and procedures," the
     Partnership's internal control over financial reporting has not been
     effective in permitting timely reporting of the Partnership's financial
     information. Accordingly, the management of Associates believes that this
     inability to generate timely reports constitutes a material weakness in its
     internal control over financial reporting.

(c)  Changes in internal controls
     ----------------------------

     There were no changes in the Partnership's internal control over financial
     reporting that occurred during the quarter ended March 31, 2009 that
     materially affected, or are reasonably likely to materially affect, the
     Partnership's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

NONE

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

<TABLE>
<S>                                 <C>
Wilfred N. Cooper, Sr.              Chairman
Wilfred N. Cooper, Jr.              President and Chief Executive Officer
David N. Shafer, Esq.               Executive Vice President
Michael J. Gaber                    Executive Vice President
Sylvester P. Garban                 Senior Vice President - Institutional Investments
Thomas J. Riha, CPA                 Senior Vice President - Chief Financial Officer
Thomas J. Hollingsworth             Vice President - Asset Management
Gregory S. Hand                     Vice President - Acquisitions
Melanie R. Wenk                     Vice President - Portfolio Management & Accounting
Kay L. Cooper                       Director of WNC & Associates, Inc.
Jennifer E. Cooper                  Director of WNC & Associates, Inc.

</TABLE>



                                       51
<PAGE>


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

Wilfred N. Cooper, Sr., age 77, is the founder and Chairman of the Board of
Directors of Associates, a Director of WNC Capital Corporation, and a general
partner in some of the partnerships previously sponsored by Associates Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously, during 1970 and 1971, he was founder and a principal of Creative
Equity Development Corporation, a predecessor of Associates, and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International Corporation, last serving as its
manager of housing and urban developments where he had responsibility for
factory-built housing evaluation and project management in urban planning and
development. He has testified before committees of the U.S. Senate and the U.S.
House of Representatives on matters pertaining to the affordable housing
industry. Mr. Cooper is a Life Director of the National Association of Home
Builders, a National Trustee for NAHB's Political Action Committee, and a past
Chairman of NAHB's Multifamily Council. He is a Director of the National Housing
Conference and a member of NHC's Board of Governors, and a founder and Director
of the California Housing Consortium. He is the husband of Kay Cooper and the
father of Wilfred N. Cooper, Jr. Mr. Cooper graduated from Pomona College in
1956 with a Bachelor of Arts degree.

Wilfred N. Cooper, Jr., age 45, is President, Chief Executive Officer,
Secretary, a Director and a member of the Acquisition Committee of Associates.
He is President and a Director of, and a registered principal with, WNC Capital
Corporation, and is a Director and Vice President of WNC Management, Inc. He has
been involved in real estate investment and acquisition activities since 1988
when he joined Associates. Previously, he served as a Government Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Editorial Advisory Boards of Affordable Housing Finance and LIHTC Monthly
Report, a Steering Member of the Housing Credit Group of the National
Association of Home Builders, a member of the Tax Policy Council for the
National Trust for Historical Preservation, a member of the Advisory Board of
the New York State Association for Affordable Housing, a member of the Urban
Land Institute and a member of TEC International, a global network of business
leaders and chief executives. He is the son of Wilfred Cooper, Sr. and Kay
Cooper. Mr. Cooper graduated from The American University in 1985 with a
Bachelor of Arts degree.

David N. Shafer, age 56, is an Executive Vice President, and a member of the
Acquisition Committee of Associates, and a Director, Vice President and
Secretary of WNC Management, Inc. Mr. Shafer has been active in the real estate
industry since 1984. Before joining Associates in 1990, he was engaged as an
attorney in the private practice of law with a specialty in real estate and
taxation. Mr. Shafer is a Director and past President of the California Council
of Affordable Housing, and a member of the State Bar of California. Mr. Shafer
graduated from the University of California at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor degree cum laude and from the University of San Diego in 1986 with a
Master of Law degree in Taxation.

Michael J. Gaber, age 42, is an Executive Vice President - Oversees the
Originations, Acquisitions and Real Estate Development Department, and is a
member of the Acquisition Committee of Associates and Vice President of WNC
Management, Inc... Mr. Gaber has been involved in real estate acquisition,
valuation and investment activities since 1989 and has been associated with
Associates since 1997. Prior to joining Associates, he was involved in the
valuation and classification of major assets, restructuring of debt and analysis
of real estate taxes with H.F. Ahmanson & Company, parent of Home Savings of
America. Mr. Gaber graduated from the California State University, Fullerton in
1991 with a Bachelor of Science degree in Business Administration - Finance.

Sylvester P. Garban, age 62, is Senior Vice President - Institutional
Investments of Associates and registered principal with WNC Capital Corporation.
Mr. Garban has been involved in real estate investment activities since 1978.
Before joining Associates in 1989, he served as Executive Vice President with
MRW, Inc., a real estate development and management firm. Mr. Garban is a member
of the National Association of Affordable Housing Lenders and the Financial
Planning Association. He graduated from Michigan State University in 1967 with a
Bachelor of Science degree in Business Administration.


                                       52
<PAGE>

Thomas J. Riha, age 53, is Senior Vice President - Chief Financial Officer and a
member of the Acquisition Committee and the Commercial Real Estate Group of
Associates and Vice President, Treasurer and a Director of WNC Management, Inc.
He has been involved in real estate acquisition and investment activities since
1979. Before joining Associates in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and Management Company, last serving as Vice
President - Operations. He is a founding member of the Housing Credit Certified
Professional Board of Governors, a national professional certification program
administered by the NAHB and the National Affordable Housing Management
Association. Mr. Riha graduated from the California State University, Fullerton
in 1977 with a Bachelor of Arts degree cum laude in Business Administration with
a concentration in Accounting and is a Certified Public Accountant and a member
of the American Institute of Certified Public Accountants.

Thomas J. Hollingsworth, CPA, age 57, is Vice President - Asset Management of
WNC & Associates, Inc. and oversees WNC's asset management group. Mr.
Hollingsworth has been involved in real estate acquisitions, operations and
syndication of multifamily properties for 25 years. Prior to joining WNC in
2005, he was the senior workout specialist at Key Corporation Housing
Management, Inc., a division of Key Bank. He has also been responsible for
structuring several tax sheltered multifamily acquisitions during his career.
Mr. Hollingsworth graduated from the University of Utah in 1973 with a Bachelor
of Science degree (cum laude) in Business Administration.

Gregory S. Hand, age 44, is Vice President - Acquisitions and a member of the
Commercial Real Estate Group of Associates. He is responsible for the oversight
of property underwriting. Mr. Hand has been involved in real estate analysis,
development and management since 1987. Prior to joining Associates in 1998, he
was a portfolio asset manager with a national tax credit sponsor with
responsibility for the management of $200 million in assets. Prior to that, he
was a finance manager with The Koll Company and a financial analyst with The
Irvine Company. Mr. Hand graduated from Iowa State University in 1987 with a
Bachelor of Business Administration degree in finance.

Melanie R. Wenk, CPA, age 40, is Vice President-Portfolio Management of
Associates. She is responsible for overseeing institutional and retail fund
portfolio management, including partnership accounting, SEC reporting, quarterly
and annual investor reporting and monitoring investment returns for all
stabilized WNC institutional funds. Prior to joining Associates in 2003, Ms.
Wenk was associated as a public accountant with BDO Seidman, LLP. She graduated
from the California Polytechnic State University, Pomona, in 1999 with a
Bachelor of Science degree in accounting.

Kay L. Cooper, age 72, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
Kay Cooper was the sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products from 1975 until its sale in 1998. She is the wife of
Wilfred Cooper, Sr. and the mother of Wilfred Cooper, Jr. Ms. Cooper graduated
from the University of Southern California in 1958 with a Bachelor of Science
degree.

Jennifer E. Cooper, age 46, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
She is the wife of Wilfred Cooper, Jr. and attended the University of Texas from
1981 to 1986.

(f)  Involvement in Certain Legal Proceedings
     ----------------------------------------

     None.

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

     Inapplicable.

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

     Neither the Partnership nor the General Partners, has an audit committee.

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

     Inapplicable


                                       53
<PAGE>

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

     None.

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

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

ITEM 11.  EXECUTIVE COMPENSATION

The General Partner and its Affiliates are not permitted under Section 5.6 of
the Partnership's Agreement of Limited Partnership (the "Agreement,"
incorporated as Exhibit 3.1 to this report) to receive any salary, fees,
profits, distributions or allocations from the Partnership or any Local Limited
Partnership in which the Partnership invests except as expressly allowed by the
Agreement. The compensation and other economic benefits to the General Partner
and its Affiliates provided for in the Agreement are summarized below.

(a)  Compensation for Services

     For services rendered by the Managing General Partner or an Affiliate of
     the Managing General Partner in connection with the administration of the
     affairs of the Partnership, the Managing General Partner or any such
     Affiliate may receive an annual asset management fee in an amount equal to
     0.5% of Invested Assets in Local Limited Partnerships which are subsidized
     under one or more Federal, state or local housing assistance programs. The
     asset management fee is payable with respect to the previous calendar
     quarter on the first day of each calendar quarter during the year. Accrued
     but unpaid asset management fees for any year are deferred without interest
     and are payable in subsequent years from any funds available to the
     Partnership after payment of all other costs and expenses of the
     Partnership, including any capital reserves then determined by the Managing
     General Partner to no longer be necessary to be retained by the
     Partnership, or from the proceeds of a sale or refinancing of Partnership
     assets. Fees of approximately $134,000, $140,000 and $145,000 were incurred
     during the years ended March 31, 2009, 2008 and 2007, respectively. The
     Partnership paid the General Partner and or its affiliates $5,000, $109,000
     and $2,000 of those fees during each of the years ended March 31, 2009,
     2008 and 2007, respectively.

     Subject to a number of terms and conditions set forth in the Agreement, the
     General Partner and its Affiliates may be entitled to compensation for
     services actually rendered or to be rendered in connection with (i)
     selecting, evaluating, structuring, negotiating and closing the
     Partnership's investments in Local Limited Partnership Interests, (ii) the
     acquisition or development of Properties for the Local Limited
     Partnerships, or (iii) property management services actually rendered by
     the General Partner or its Affiliates respecting the Properties owned by
     Local Limited Partnerships. The Partnership has completed its investment
     stage, so no compensation for the services in (i) or (ii) has been paid
     during the period covered by this report and none will be paid in the
     future. None of the services described in (iii) were rendered and no such
     compensation was payable for such services during the periods covered by
     this report.

(b)  Operating Expenses

     Reimbursement to a General Partner or any of its Affiliates of operating
     cash expenses is subject to specific restrictions in Section 5.3.4 of the
     Partnership's Agreement of Limited Partnership (the "Agreement,"
     incorporated as Exhibit 3.1 to this report). The Agreement defines
     "operating cash expenses" as


                                       54
<PAGE>

                  " . . . the amount of cash disbursed by the Partnership . . .
                  in the ordinary course of business for the payment of its
                  operating expenses, such as expenses for advertising and
                  promotion, management, utilities, repair and maintenance,
                  insurance, investor communications, legal, accounting,
                  statistical and bookkeeping services, use of computing or
                  accounting equipment, travel and telephone expenses, salaries
                  and direct expenses of Partnership employees while engaged in
                  Partnership business, and any other operational and
                  administrative expenses necessary for the prudent operation of
                  the Partnership. Without limiting the generality of the
                  foregoing, Operating Cash Expenses shall include fees paid by
                  the Partnership to any General Partner or any Affiliate of a
                  General Partner permitted by this Agreement and the actual
                  cost of goods, materials and administrative services used for
                  or by the Partnership, whether incurred by a General Partner,
                  an Affiliate of a General Partner or a non-Affiliated Person
                  in performing the foregoing functions. As used in the
                  preceding sentence, actual cost of goods and materials means
                  the actual cost of goods and materials used for or by the
                  Partnership and obtained from entities not Affiliated with a
                  General Partner, and actual cost of administrative services
                  means the pro rata cost of personnel (as if such persons were
                  employees of the Partnership) associated therewith, but in no
                  event to exceed the Competitive amount."

     The Agreement provides that no such reimbursement shall be permitted for
     services for which a General Partner or any of its Affiliates is entitled
     to compensation by way of a separate fee. Furthermore, no such
     reimbursement is to be made for (a) rent or depreciation, utilities,
     capital equipment or other such administrative items, and (b) salaries,
     fringe benefits, travel expenses and other administrative items incurred or
     allocated to any "controlling person" of a General Partner or any Affiliate
     of a General Partner. For the purposes of Section 5.3.4, "controlling
     person" includes, but is not limited to, any person, however titled, who
     performs functions for a General Partner or any Affiliate of a General
     Partner similar to those of: (1) chairman or member of the board of
     directors; (2) executive management, such as president, vice president or
     senior vice president, corporate secretary or treasurer; (3) senior
     management, such as the vice president of an operating division who reports
     directly to executive management; or (4) those holding 5% or more equity
     interest in such General Partner or any such Affiliate of a General Partner
     or a person having the power to direct or cause the direction of such
     General Partner or any such Affiliate of a General Partner, whether through
     the ownership of voting securities, by contract or otherwise.

     The unpaid operating expenses reimbursable to the General Partner or its
     affiliates were $9,927, $43,882 and $38,321 for the year ended March 31,
     2009, 2008 and 2007, respectively. The Partnership reimbursed the General
     Partner or its affiliates for operating expenses of $73,408, $46,587 and
     $19,406 during the years ended March 31, 2009, 2008 and 2007, respectively.

(c)   Interest in Partnership

     The General Partner receives 1% of the Partnership's allocated Low Income
     Housing Tax Credits, which approximated $0 for Associates and $0 for the
     General Partner in the aggregate for the tax years (calendar years) ended
     December 31, 2008, 2007 and 2006, respectively. The General Partner is also
     entitled to receive 1% of the Partnership's operating income or losses,
     gain or loss from the sale of property and operating cash distributions.
     There were no distributions of operating cash to the General Partner during
     the years ended March 31, 2009, 2008 and 2007. The General Partner has an
     interest in sale or refinancing proceeds as follows: after the Limited
     Partners have received a return of their capital, the General Partner may
     receive an amount equal to its capital contribution, less any prior
     distribution of such proceeds, then the General Partner may receive 1% and
     the Limited Partners 99% of any remaining proceeds. There were no
     distributions of cash to the General Partner during each of the years ended
     March 31, 2009, 2008 and 2007.


                                       55
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

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

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

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

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

(c)  Security Ownership of Management
     --------------------------------

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

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

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

     First, with the consent of any other General Partner 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 is primarily in the form of fees paid by the
Partnership for services rendered to the Partnership, reimbursement of expenses,
and the General Partner's interests in the Partnership, as discussed in Item 11
and in the notes to the Partnership's financial statements.



                                       56
<PAGE>



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees paid to the Partnership's principal
independent registered public accounting firm for the years ended March 31:

                                                      2009             2008
                                                    ---------       ---------

Audit Fees                                          $      --       $   3,805
Audit-related Fees                                         --              --
Tax Fees                                                2,890              --
All Other Fees                                             --              --
                                                    ---------       ---------
TOTAL                                                  $2,890          $3,805
                                                    =========       =========


The Partnership has no Audit Committee. All audit services and any permitted
non-audit services performed by the Partnership's independent auditors are
pre-approved by the General Partner.


                                       57
<PAGE>
<TABLE>
<S>       <C>
PART IV.

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

         Balance Sheets, March 31, 2009 and 2008
         Statements of Operations for the years ended March 31, 2009, 2008 and 2007
         Statements of Partners' Deficit for the years ended March 31, 2009, 2008 and 2007
         Statements of Cash Flows for the years ended March 31, 2009, 2008 and 2007
         Notes to Financial Statements
</TABLE>

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

         Schedule III - Real Estate Owned by Local Limited Partnerships

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

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

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

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

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

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

99.1     Amended and Restated Agreement of Limited Partnership of DiVall Midland
         Associates Limited Partnership II filed as exhibit 10.1 on Form 10-K
         dated December 31, 1992 is hereby incorporated herein as exhibit 99.1.

99.2     Amended and Restated Agreement of Limited Partnership of Airport Road
         Associates, Limited filed as exhibit 10.2 on Form 10-K dated December
         31, 1992 is hereby incorporated herein as exhibit 99.2.

99.3     Amended and Restated Agreement of Limited Partnership of Arizona I
         Limited Partnership filed as exhibit 10.3 on Form 10-K dated December
         31, 1992 is hereby incorporated herein as exhibit 99.3.

99.4     Amended and Restated Agreement of Limited Partnership of Cherokee
         Square, L.P. filed as exhibit 10.4 on Form 10-K dated December 31, 1992
         is hereby incorporated herein as exhibit 99.4.

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

99.6     Amended and Restated Agreement of Limited Partnership of Brian's
         Village Apartments filed as exhibit 10.6 on Form 10-K dated December
         31, 1992 is hereby incorporated herein as exhibit 99.6.

99.7     Amended and Restated Agreement of Limited Partnership of Emory Capital,
         L.P. filed as exhibit 10.7 on Form 10-K dated December 31, 1992 is
         hereby incorporated herein as exhibit 99.7.


                                       58
<PAGE>

99.8     Amended and Restated Agreement of Limited Partnership of Emory Manor,
         L.P. filed as exhibit 10.8 on Form 10-K dated December 31, 1992 is
         hereby incorporated herein as exhibit 99.8.

99.9     Amended and Restated Agreement of Limited Partnership of Jefferson
         Capital, L.P. filed as exhibit 10.9 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.9.

99.10    Amended and Restated Agreement of Limited Partnership of Jefferson
         Manor, L.P. filed as exhibit 10.10 on Form 10-K dated December 31, 1992
         is hereby incorporated herein as exhibit 99.10.

99.11    Amended and Restated Agreement of Limited Partnership of Rociada
         Partners, Ltd. filed as exhibit 10.11 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.11.

99.12    Amended and Restated Agreement of Limited Partnership of Wilcox
         Investment Group filed as exhibit 10.12 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.12.

99.13    Amended and Restated Agreement of Limited Partnership of Casa Allegre
         filed as exhibit 10.13 on Form 10-K dated December 31, 1992 is hereby
         incorporated herein as exhibit 99.13.

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

99.15    Amended and Restated Agreement of Limited Partnership of Whitewater
         Woods Limited Partnership filed as exhibit 10.15 on Form 10-K dated
         December 31, 1992 is hereby incorporated herein as exhibit 99.15.

99.16    Amended and Restated Agreement of Limited Partnership of Castroville
         Village, Ltd. filed as exhibit 10.16 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.16.

99.17    Amended and Restated Agreement of Limited Partnership of Idalou Manor,
         L.P. filed as exhibit 10.17 on Form 10-K dated December 31, 1992 is
         hereby incorporated herein as exhibit 99.17.

99.18    Amended and Restated Agreement of Limited Partnership of Littlefield
         Manor, L.P. filed as exhibit 10.18 on Form 10-K dated December 31, 1992
         is hereby incorporated herein as exhibit 99.18.

99.19    Amended and Restated Agreement of Limited Partnership of Am-Kent
         Associates, Ltd. filed as exhibit 10.19 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.19.

99.20    Amended and Restated Agreement of Limited Partnership of Brantley
         Housing, Ltd. filed as exhibit 10.20 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.20.

99.21    Amended and Restated Agreement of Limited Partnership of Candleridge of
         Perry, L.P. filed as exhibit 10.21 on Form 10-K dated December 31, 1992
         is hereby incorporated herein as exhibit 99.21.

99.22    Amended and Restated Agreement of Limited Partnership of Candleridge of
         Runnells, L.P. filed as exhibit 10.22 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.22.

99.23    Amended and Restated Agreement of Limited Partnership of Perry County
         Housing, Ltd. filed as exhibit 10.23 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.23.

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

99.25    Amended and Restated Agreement of Limited Partnership of Pine Hill
         Housing, Ltd. filed as exhibit 10.25 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.25.

99.26    Amended and Restated Agreement of Limited Partnership of Wadley
         Housing, Ltd. filed as exhibit 10.26 on Form 10-K dated December 31,
         1992 is hereby incorporated herein as exhibit 99.26.

99.27    Amendment and Entire Restatement of Articles of Partnership of
         Elizabeth Square Associates, Ltd. filed as exhibit 10.1 on Form 10-K
         dated December 31, 1994 is hereby incorporated herein as exhibit 99.27.



                                       59
<PAGE>
<TABLE>
<S>            <C>

WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2009


                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2009                      AS OF DECEMBER 31, 2008
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Airport Road            Slidell, Louisiana
Associates, Limited                               $334,000   $334,000   $1,405,000    $87,000    $1,771,000   $1,224,000   $634,000

Am-Kent Associates,     Amite & Kentwood,
Ltd.                    Louisiana                  232,000    232,000    1,081,000     55,000     1,533,000      980,000    608,000

Arizona I Limited       Showlow, Arizona
Partnership                                        320,000    320,000    1,439,000    127,000     2,009,000      959,000  1,177,000

Brantley Housing, Ltd.  Brantley, Alabama          108,000    108,000      553,000     26,000       694,000      331,000    389,000

Brian's Village         Mannford, Oklahoma
Apartments, an Oklahoma
Limited Partnership.                               176,000    176,000      730,000     20,000       976,000      600,000    396,000

Candleridge Apartments  Perry, Iowa
of Perry, L.P.                                      93,000     93,000      560,000     49,000       869,000      507,000    411,000

Candleridge Apartments  Runnells, Iowa
of Runnells, L.P.                                   58,000     58,000      339,000     30,000       511,000      313,000    228,000

Casa Allegre Limited    Las Vegas, New
Partnership             Mexico                     318,000    318,000    1,270,000     94,000     1,961,000      912,000  1,143,000

Castroville Village,    Castroville, Texas         165,000    165,000      878,000     15,000     1,136,000      392,000    759,000
Ltd.



                                                 60
<PAGE>

WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2009


                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2009                      AS OF DECEMBER 31, 2008
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Cherokee Square,        Rogersville,
L.P. (1)                Tennessee                  202,000    202,000      941,000     56,000     1,178,000      704,000    530,000

Divall Midland          Port Washington,
Associates Limited      Wisconsin                  234,000    234,000    1,114,000     102,000    1,516,000     1,053,000   565,000
Partnership II

Eclectic Housing, Ltd.  Eclectic, Alabama           74,000     74,000      376,000      53,000      449,000       215,000   287,000

Elizabeth Square        Raceland,
Associates, Ltd.        Louisiana                  356,000    356,000    1,401,000      35,000    2,028,000     1,224,000   839,000

Emory Capital, L.P.     Emory, Texas                85,000     85,000      357,000      16,000      471,000       261,000   226,000

Emory Manor, L.P.       Emory, Texas               128,000    128,000      533,000      26,000      719,000       351,000   394,000

Idalou Manor, L.P.      Idalou, Texas              122,000    122,000      598,000      20,000      770,000       330,000   460,000

Jefferson Capital, L.P. Jefferson, Texas           167,000    167,000      690,000      42,000      944,000       440,000   546,000



                                                                61
<PAGE>

WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2009



                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2009                      AS OF DECEMBER 31, 2008
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Jefferson Manor, L.P.   Jefferson, Texas           179,000    179,000      738,000     43,000       969,000      464,000    548,000

Littlefield Manor, L.P. Littlefield, Texas         118,000    118,000      574,000     20,000       739,000      320,000    439,000

Perry County Housing,   Uniontown, Alabama          82,000     82,000      423,000     22,000       531,000      250,000    303,000
Ltd.

Pine Hill Housing,      Pine Hill, Alabama         105,000    105,000      529,000     32,000       662,000      311,000    383,000
Ltd.

Rociada Partners Ltd.   Hereford, Texas            154,000    154,000      702,000     27,000       894,000      418,000    503,000

Wadley Housing, Ltd.    Wadley, Alabama             76,000     76,000      423,000     53,000       486,000      248,000    291,000

Whitewater Woods        Whitewater,
Limited Partnership     Wisconsin                  301,000    301,000    1,252,000     89,000     1,606,000      772,000    923,000
                                                ---------- ----------  ----------- ----------   -----------  ----------- -----------
                                                $4,187,000 $4,187,000  $18,906,000 $1,139,000   $25,422,000  $13,579,000 $12,982,000
                                                ========== ==========  =========== ==========   ===========  =========== ===========

(1) The Partnership sold its Limited Partnership interest in the Local Limited Partnership subsequent to March 31, 2009.


                                                                62
<PAGE>


WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2009
                                                            ------------------------------------------------------------------------
                                                                                FOR THE YEAR ENDED DECEMBER 31, 2008
                                                            ------------------------------------------------------------------------
                                                                                                                          ESTIMATED
                                                                              NET INCOME     YEAR INVESTMENT               USEFUL
PARTNERSHIP NAME                                            RENTAL INCOME       (LOSS)          ACQUIRED      STATUS    LIFE (YEARS)
------------------------------------------------------------------------------------------------------------------------------------

Airport Road Associates, Limited                                $233,000        $(30,000)         1990       Completed       27.5

Am-Kent Associates, Ltd.                                         223,000         (31,000)         1991       Completed       27.5

Arizona I Limited Partnership                                    222,000         (35,000)         1990       Completed         35

Brantley Housing, Ltd.                                            86,000          (1,000)         1992       Completed         40

Brian's Village Apartments, an Oklahoma Limited Partnership      137,000          (7,000)         1990       Completed         30

Candleridge Apartments of Perry, L.P.                            128,000         (22,000)         1992       Completed       27.5

Candleridge Apartments of Runnells, L.P.                         102,000           1,000          1992       Completed       27.5

Casa Allegre Limited Partnership                                 224,000           9,000          1990       Completed         40

Castroville Village, Ltd.                                        214,000         (15,000)         1991       Completed         50

Cherokee Square, L.P.                                            130,000          (5,000)         1990       Completed         50

Divall Midland Associates Limited Partnership II                 151,000         (31,000)         1990       Completed       27.5

Eclectic Housing, Ltd.                                            71,000           4,000          1992       Completed         40

Elizabeth Square Associates, Ltd.                                246,000         (23,000)         1994       Completed       27.5

Emory Capital, L.P.                                               66,000         (20,000)         1990       Completed       27.5



                                                                     63
<PAGE>

WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2009

                                                            ------------------------------------------------------------------------
                                                                                FOR THE YEAR ENDED DECEMBER 31, 2008
                                                            ------------------------------------------------------------------------
                                                                                                                          ESTIMATED
                                                                              NET INCOME     YEAR INVESTMENT               USEFUL
PARTNERSHIP NAME                                            RENTAL INCOME       (LOSS)          ACQUIRED      STATUS    LIFE (YEARS)
------------------------------------------------------------------------------------------------------------------------------------

Emory Manor, L.P.                                                 97,000          (7,000)         1990       Completed       30

Idalou Manor, L.P.                                                98,000          (2,000)         1992       Completed       40

Jefferson Capital, L.P.                                          117,000          (9,000)         1990       Completed       50

Jefferson Manor, L.P.                                            116,000         (11,000)         1990       Completed       50

Littlefield Manor, L.P.                                           90,000         (20,000)         1991       Completed       40

Perry County Housing, Ltd.                                        70,000          (2,000)         1992       Completed       40

Pine Hill Housing, Ltd.                                           89,000          (5,000)         1992       Completed       40

Rociada Partners Ltd.                                            116,000         (20,000)         1990       Completed       40

Wadley Housing, Ltd.                                              79,000          16,000          1992       Completed       40

Whitewater Woods Limited Partnership                             183,000         (23,000)         1991       Completed       35
                                                             -----------      ----------

                                                             $ 3,288,000      $ (289,000)
                                                             ===========      ==========




                                                 64
<PAGE>

WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2008


                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2008                      AS OF DECEMBER 31, 2007
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Airport Road
Associates, Limited     Slidell, Louisiana        $334,000   $334,000   $1,412,000    $87,000    $1,771,000   $1,159,000   $699,000

Am-Kent Associates,     Amite & Kentwood,
Ltd.                    Louisiana                  232,000    232,000    1,086,000     55,000     1,534,000      925,000    664,000

Arizona I Limited
Partnership             Showlow, Arizona           320,000    320,000    1,446,000    127,000     1,962,000      901,000  1,188,000

Ashland Investment Group,
an Oregon Limited
Partnership (1)         Ashland, Oregon            300,000    300,000    1,343,000     90,000     1,753,000      663,000  1,180,000

Brantley Housing, Ltd.  Brantley, Alabama          108,000    108,000      556,000     26,000       694,000      314,000    406,000

Brian's Village
Apartments, an Oklahoma
Limited Partnership.    Mannford, Oklahoma         176,000    176,000      734,000     20,000       976,000      569,000    427,000

Candleridge Apartments
of Perry, L.P.          Perry, Iowa                 93,000     93,000      565,000     49,000       841,000      473,000    417,000



                                                                65
<PAGE>

WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2008


                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2008                      AS OF DECEMBER 31, 2007
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Candleridge Apartments
of Runnells, L.P.       Runnells, Iowa              58,000     58,000      344,000     30,000       508,000      295,000    243,000

Casa Allegre Limited
Partnership             Las Vegas, New Mexico      318,000    318,000    1,288,000     94,000     1,891,000      852,000  1,133,000

Castroville Village,
Ltd.                    Castroville, Texas         165,000    165,000      889,000     15,000     1,136,000      369,000    782,000

Cherokee Square,        Rogersville, Tennessee     202,000    202,000      946,000     56,000     1,186,000      678,000    564,000
L.P. (1)

Divall Midland
Associates Limited      Port Washington,
Partnership II          Wisconsin                  234,000    234,000    1,120,000    102,000     1,511,000      999,000    614,000

Eclectic Housing, Ltd.  Eclectic, Alabama           74,000     74,000      382,000     53,000       449,000      205,000    297,000

Elizabeth Square
Associates, Ltd.        Raceland, Louisiana        356,000    356,000    1,411,000     35,000     2,028,000    1,150,000    913,000



                                                                66
<PAGE>


WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2008


                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2008                      AS OF DECEMBER 31, 2007
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Emory Capital, L.P.     Emory, Texas                85,000     85,000      359,000     16,000       471,000      251,000    236,000

Emory Manor, L.P.       Emory, Texas               128,000    128,000      536,000     26,000       719,000      339,000    406,000

Idalou Manor, L.P.      Idalou, Texas              122,000    122,000      601,000     20,000       770,000      310,000    480,000

Jefferson Capital, L.P. Jefferson, Texas           167,000    167,000      694,000     42,000       943,000      424,000    561,000

Jefferson Manor, L.P.   Jefferson, Texas           179,000    179,000      742,000     43,000       969,000      448,000    564,000

Littlefield Manor, L.P. Littlefield, Texas         118,000    118,000      577,000     20,000       739,000      302,000    457,000

Perry County Housing,   Uniontown, Alabama          82,000     82,000      425,000     22,000       531,000      237,000    316,000
Ltd.



                                                                67
<PAGE>


WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2008


                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2008                      AS OF DECEMBER 31, 2007
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Pine Hill Housing, Ltd. Pine Hill, Alabama         105,000    105,000      533,000      32,000      662,000      296,000    398,000

Rociada Partners Ltd.   Hereford, Texas            154,000    154,000      706,000      27,000      894,000      396,000    525,000

Wadley Housing, Ltd.    Wadley, Alabama             76,000     76,000      426,000      53,000      486,000      237,000    302,000

Whitewater Woods Limited
Partnership             Whitewater, Wisconsin      301,000    301,000    1,258,000      89,000    1,606,000      733,000    962,000

Willcox Investment Group,
an Arizona Limited
Partnership (1)         Willcox, Arizona           245,000    245,000    1,026,000      45,000   1,293,000       498,000    840,000
                                                ---------- ----------  -----------  ---------- -----------  ------------ -----------

                                                $4,732,000 $4,732,000  $21,405,000  $1,274,000 $28,323,000   $14,023,000 $15,574,000
                                                ========== ==========  ===========  ========== ===========  ============ ===========

(1) Identified for disposition and sold subsequent to March 31, 2008.


                                                                     68
<PAGE>


WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2008



                                                            ------------------------------------------------------------------------
                                                                                FOR THE YEAR ENDED DECEMBER 31, 2007
                                                            ------------------------------------------------------------------------
                                                                                                                          ESTIMATED
                                                                              NET INCOME     YEAR INVESTMENT               USEFUL
PARTNERSHIP NAME                                            RENTAL INCOME       (LOSS)          ACQUIRED      STATUS    LIFE (YEARS)
------------------------------------------------------------------------------------------------------------------------------------

Airport Road Associates, Limited                               210,000       $(38,000)           1990       Completed        27.5

Am-Kent Associates, Ltd.                                       192,000        (64,000)           1991       Completed        27.5

Arizona I Limited Partnership                                  223,000        (25,000)           1990       Completed          35

Ashland Investment Group, an Oregon Limited Partnership        210,000         (4,000)           1990       Completed          50

Brantley Housing, Ltd.                                          80,000         (7,000)           1992       Completed          40

Brian's Village Apartments, an Oklahoma Limited Partnership    137,000           2,000           1990       Completed          30

Candleridge Apartments of Perry, L.P.                          125,000        (17,000)           1992       Completed        27.5

Candleridge Apartments of Runnells, L.P.                       103,000          8,000            1992       Completed        27.5

Casa Allegre Limited Partnership                               209,000         (2,000)           1990       Completed          40

Castroville Village, Ltd.                                      210,000        (13,000)           1991       Completed          50

Cherokee Square, L.P.                                          117,000        (10,000)           1990       Completed          50

Divall Midland Associates Limited Partnership II               152,000        (33,000)           1990       Completed        27.5

Eclectic Housing, Ltd.                                          65,000          1,000            1992       Completed          40

Elizabeth Square Associates, Ltd.                              235,000        (83,000)           1994       Completed        27.5

Emory Capital, L.P.                                             64,000        (15,000)           1990       Completed        27.5



                                       69
<PAGE>


WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2008


                                                            ------------------------------------------------------------------------
                                                                                FOR THE YEAR ENDED DECEMBER 31, 2007
                                                            ------------------------------------------------------------------------
                                                                                                                          ESTIMATED
                                                                              NET INCOME     YEAR INVESTMENT               USEFUL
PARTNERSHIP NAME                                            RENTAL INCOME       (LOSS)          ACQUIRED      STATUS    LIFE (YEARS)
------------------------------------------------------------------------------------------------------------------------------------


Emory Manor, L.P.                                               88,000         (8,000)           1990       Completed         30

Idalou Manor, L.P.                                              96,000         (6,000)           1992       Completed         40

Jefferson Capital, L.P.                                        111,000        (13,000)           1990       Completed         50

Jefferson Manor, L.P.                                          109,000        (13,000)           1990       Completed         50

Littlefield Manor, L.P.                                         93,000        (20,000)           1991       Completed         40

Perry County Housing, Ltd.                                      67,000         (2,000)           1992       Completed         40

Pine Hill Housing, Ltd.                                         86,000         (5,000)           1992       Completed         40

Rociada Partners Ltd.                                          116,000        (13,000)           1990       Completed         40

Wadley Housing, Ltd.                                            69,000          6,000            1992       Completed         40

Whitewater Woods Limited Partnership                           189,000        (22,000)           1991       Completed         35

Willcox Investment Group, an Arizona Limited Partnership       194,000         35,000            1990       Completed         50
                                                            ----------      ---------

                                                            $3,550,000      $(361,000)
                                                            ==========      =========



                                                 70


<PAGE>

WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2007


                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2007                      AS OF DECEMBER 31, 2006
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Airport Road
Associates, Limited     Slidell, Louisiana        $334,000   $334,000   $1,418,000     $87,000   $1,771,000   $1,095,000   $763,000

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

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

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

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

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

Candleridge Apartments
of Perry, L.P.          Perry, Iowa                 93,000     93,000      570,000      49,000      830,000      443,000     437,000




                                                                71
<PAGE>


WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2007


                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2007                      AS OF DECEMBER 31, 2006
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Candleridge Apartments  Runnells, Iowa
of Runnells, L.P.                                   58,000     58,000      349,000      30,000      497,000      276,000    251,000

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

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

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

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

Eclectic Housing, Ltd.  Eclectic, Alabama           74,000    74,000       386,000      53,000      449,000      195.000    307,000


Elizabeth Square        Raceland, Louisiana        356,000   356,000     1,420,000      35,000    2,028,000    1,076,000    987,000
Associates, Ltd.



                                                           72
<PAGE>


WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2007

                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2007                      AS OF DECEMBER 31, 2006
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Emory Capital, L.P.     Emory, Texas                85,000     85,000      360,000      16,000      471,000      241,000    246,000

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

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

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

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

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

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

Perry County Housing,   Uniontown, Alabama          82,000     82,000      427,000      22,000      517,000      223,000    316,000
Ltd.




                                                                73
<PAGE>



WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2007


                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2007                      AS OF DECEMBER 31, 2006
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
                                                LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------


Pine Hill Housing, Ltd. Pine Hill, Alabama         105,000    105,000      538,000      32,000      662,000      280,000    414,000

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

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

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

Willcox Investment
Group, an Arizona
Limited Partnership     Willcox, Arizona           245,000    245,000    1,031,000      45,000    1,293,000      494,000    864,000
                                                ---------- ----------  -----------  ----------  -----------  ----------- -----------

                                                $4,996,000 $4,996,000  $22,746,000  $1,399,000  $29,701,000  $13,880,000 $17,220,000
                                                ========== ==========  ===========  ==========  ===========  =========== ===========

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



                                                      74



<PAGE>


WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2007



                                                            ------------------------------------------------------------------------
                                                                                FOR THE YEAR ENDED DECEMBER 31, 2006
                                                            ------------------------------------------------------------------------
                                                                                                                          ESTIMATED
                                                                              NET INCOME     YEAR INVESTMENT               USEFUL
PARTNERSHIP NAME                                            RENTAL INCOME       (LOSS)          ACQUIRED      STATUS    LIFE (YEARS)
------------------------------------------------------------------------------------------------------------------------------------

Airport Road Associates, Limited                               201,000       $(96,000)           1990       Completed         27.5

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

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

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

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

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

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

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

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

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

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

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

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

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

Emory Capital, L.P.                                             64,000         (2,000)           1990       Completed         27.5


                                       75
<PAGE>


WNC HOUSING TAX CREDIT FUND II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2007




                                                            ------------------------------------------------------------------------
                                                                                FOR THE YEAR ENDED DECEMBER 31, 2006
                                                            ------------------------------------------------------------------------
                                                                                                                          ESTIMATED
                                                                              NET INCOME     YEAR INVESTMENT               USEFUL
PARTNERSHIP NAME                                            RENTAL INCOME       (LOSS)          ACQUIRED      STATUS    LIFE (YEARS)
------------------------------------------------------------------------------------------------------------------------------------

Emory Manor, L.P.                                               92,000         (1,000)           1990       Completed         30

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

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

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

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

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

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

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

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

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

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

Willcox Investment Group, an Arizona Limited Partnership       158,000        (43,000)           1990       Completed         50
                                                            ----------      ---------
                                                            $3,593,000      $(510,000)
                                                            ==========      =========




(1) Identified on July 13, 2007 for disposition



                                       76
</TABLE>

<PAGE>

                                   SIGNATURES


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

WNC HOUSING TAX CREDIT FUND II, L.P.

By:      WNC & Associates, Inc.,
         General Partner




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

Date:  August 12, 2009

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




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

Date:  August 12, 2009




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

Date:  August 12, 2009




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

Date:  August 12, 2009




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

Date:  August 12, 2009


                                       77