FORM 10-K/A
                                 AMENDMENT NO. 2

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                   For the fiscal year ended December 31, 1998

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-20057


                      WNC HOUSING TAX CREDIT FUND II, L.P.

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


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

                                 (714) 662-5565

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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST

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

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

                                       1
<PAGE>



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

                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE

























                                        2

<PAGE>
PART I

Item 1.  Business

Organization

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

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

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

Description of Business

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

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

                                       3

<PAGE>
As of December 31, 1998,  the  Partnership  had invested in  twenty-seven  Local
Limited  Partnerships.  Each of these Local Limited  Partnerships owns a Housing
Complex  that is eligible  for the federal Low Income  Housing  Credit.  Certain
Local Limited  Partnerships may also benefit from government  programs promoting
low- or moderate-income housing.

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

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

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

Item 2.  Properties

Through its investments in Local Limited  Partnerships,  the  Partnership  holds
limited  partnership  interests in the Housing  Complexes.  The following  table
reflects  the status of the  twenty-seven  Housing  Complexes as of December 31,
1998 and for the periods indicated:

                                       4

<PAGE>

<TABLE>
<CAPTION>


                        ------------------------------------------------------------------------------------------------------------
                                                          As of December 31, 1998
                        ------------------------------------------------------------------------------------------------------------

                                                                         Partnership's                  Estimated Low   Encumbrances
                                     General           Number            Total Investment  Amount of    Income Housing  of Local
                                     Partner         of Units            in Local Limited  Investment   Credits         Limited
Partnership Name        Location     Name                     Occupancy  Partnerships      Paid to Date                 Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>          <C>                   <C>    <C>    <C>             <C>            <C>            <C>

Airport Road            Slidell,     Clifford E. Olsen,
Associates, Limited     Louisiana    Olsen Securities
                                     Corporation           40      90%   $ 334,000       $ 334,000      $ 695,000      $ 1,450,000

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

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

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

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

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

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

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



</TABLE>

                                       5

<PAGE>

<TABLE>
<CAPTION>


                        ------------------------------------------------------------------------------------------------------------
                                                          As of December 31, 1998
                        ------------------------------------------------------------------------------------------------------------

                                                                         Partnership's                  Estimated Low   Encumbrances
                                     General           Number            Total Investment  Amount of    Income Housing  of Local
                                     Partner         of Units            in Local Limited  Investment   Credits         Limited
Partnership Name        Location     Name                     Occupancy  Partnerships      Paid to Date                 Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>          <C>                   <C>    <C>    <C>             <C>            <C>            <C>

Casa Allegre Limited    Las Vegas,   Western States
Partnership             New Mexico   Housing
                                     Corporation, ABO
                                     Corporation and
                                     Alan D. Nofsker       42     100%   $ 318,000       $ 318,000      $ 635,000     $  1,394,000

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

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

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


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

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

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

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

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


</TABLE>

                                       6

<PAGE>
<TABLE>
<CAPTION>


                        ------------------------------------------------------------------------------------------------------------
                                                          As of December 31, 1998
                        ------------------------------------------------------------------------------------------------------------

                                                                          Partnership's                  Estimated Low  Encumbrances
                                      General         Number              Total Investment  Amount of    Income Housing  of Local
                                      Partner         of Units            in Local Limited  Investment   Credits         Limited
Partnership Name        Location      Name                     Occupancy  Partnerships      Paid to Date                Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>                  <C>   <C>    <C>             <C>            <C>            <C>

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

Jefferson Manor,        Jefferson,    1600 Capital
L.P.                    Texas         Company, Inc.        32     81%      179,000         179,000        362,000          763,000

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

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

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

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

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

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

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

</TABLE>
                                       7

<PAGE>
<TABLE>
<CAPTION>


                        ------------------------------------------------------------------------------------------------------------
                                                          As of December 31, 1998
                        ------------------------------------------------------------------------------------------------------------

                                                                          Partnership's                  Estimated Low  Encumbrances
                                      General         Number              Total Investment  Amount of    Income Housing  of Local
                                      Partner         of Units            in Local Limited  Investment   Credits         Limited
Partnership Name        Location      Name                     Occupancy  Partnerships      Paid to Date                Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>                <C>     <C>      <C>             <C>            <C>            <C>

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

</TABLE>
















                                       8

<PAGE>
<TABLE>
<CAPTION>

                   ------------------------------------------
                      For the year ended December 31, 1998
                   ------------------------------------------

                                                Net           Low Income Housing
                                   Rental       Income/       Credits Allocated
Partnership Name                   Income      (Loss)         to Partnership
--------------------------------------------------------------------------------
<S>                            <C>            <C>                     <C>

Airport Road Associates,
Limited                        $   152,000    $  (39,000)             99%


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

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

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

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

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


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

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

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

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

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

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

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

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

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

Emory Manor, L.P.                   77,000       (30,000)             99%

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

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

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

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

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

</TABLE>

                                       9
<PAGE>
<TABLE>
<CAPTION>

                   ------------------------------------------
                      For the year ended December 31, 1998
                   ------------------------------------------

                                                Net           Low Income Housing
                                   Rental       Income/       Credits Allocated
Partnership Name                   Income      (Loss)         to Partnership
--------------------------------------------------------------------------------
<S>                              <C>           <C>                  <C>

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

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

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

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

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

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

</TABLE>








                                       10


<PAGE>


Item 3.  Legal Proceedings

NONE.

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

NONE.

PART II.

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

Item 5a.

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

(b)  At December 31, 1998, there were 574 Limited Partners.

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

(d)  No unregistered securities were sold by the Partnership during 1998.

Item 5b.

NOT APPLICABLE

Item 6.  Selected Financial Data

Selected  balance  sheet  information  for the  Partnership  is as follows as of
December 31:

<TABLE>
<CAPTION>
                                        1998              1997              1996             1995              1994
                                        ----              ----              ----             ----              ----
ASSETS
<S>                              <C>               <C>               <C>              <C>               <C>
Cash and cash equivalents        $    175,192      $    181,313      $    208,303     $    238,482      $    237,739
Investments in limited
   partnerships, net                1,533,952         1,828,770         2,005,382        2,606,673         3,289,100
Receivable from limited
   partnerships                             -                 -                 -           52,726                 -
Other asseets                               -                 -               587              931             3,202
                                    ---------         ---------         ---------        ---------         ---------
                                 $  1,709,144      $  2,010,083      $  2,214,272     $  2,898,812      $  3,530,041
                                    =========         =========         =========        =========         =========



LIABILITIES
Accrued fees and expenses due
   to general partner and
   affiliates                    $  1,019,071       $   871,377       $   758,827      $   650,875      $    504,892

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

                                       11



<PAGE>

Selected  results of  operations,  cash  flows,  and other  information  for the
Partnership is as follows for the years ended December 31:
<TABLE>
<CAPTION>

                                        1998              1997              1996             1995              1994
                                        ----              ----              ----             ----              ----

<S>                             <C>                 <C>                <C>               <C>             <C>
Loss from operations            $    (181,052)      $  (173,718)       $ (224,004)       $ (175,049)     $ (172,493)

Equity in loss from limited
partnerships                         (267,581)         (143,021)         (568,488)         (602,163)       (544,630)
                                    ---------         ---------         ---------         ---------       ---------

Net loss                        $    (448,633)      $  (316,739)       $ (792,492)       $ (777,212)     $ (717,123)
                                    =========         =========         =========         =========       =========
Net loss allocated to:
     General partner            $      (4,486)      $    (3,167)       $   (7,925)       $   (7,772)     $   (7,171)
                                    =========         =========         =========         =========       =========
     Limited partners           $    (444,147)      $  (313,572)       $ (784,567)       $ (769,440)     $ (709,952)
                                    =========         =========         =========         =========       =========

Net loss per limited partner
unit                            $      (63.45)      $    (44.80)       $  (112.08)       $  (109.92)     $  (101.42)
                                    =========         =========         =========         =========       =========
Outstanding weighted limited
partner units                           7,000             7,000             7,000             7,000           7,000
                                    =========         =========         =========         =========       =========

                                        1998              1997              1996             1995              1994
                                        ----              ----              ----             ----              ----
Net cash provided by
(used in):
     Operating activities        $    (12,006)      $   (39,229)       $  (41,630)        $  (5,443)     $   40,620

     Investing activities               5,885            12,239            11,451             6,186        (175,289)
                                    ---------         ---------         ---------         ---------       ---------
Net change in cash and cash
    equivalents                        (6,121)          (26,990)          (30,179)              743        (134,669)
Cash and cash equivalents,
    beginning of period               181,313           208,303           238,482           237,739         372,408
                                    ---------         ---------         ---------         ---------       ---------
Cash and cash equivalents,
    end of period                $    175,192       $   181,313        $  208,303        $  238,482      $  237,739
                                    =========         =========         =========         =========       =========
</TABLE>

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

                                        1998              1997              1996             1995              1994
                                        ----              ----              ----             ----              ----

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

</TABLE>

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

Financial Condition

The Partnership's assets at December 31, 1998 consisted primarily of $175,000 in
cash and aggregate investments in the twenty-seven Local Limited Partnerships of
$1,534,000.  Liabilities at December 31, 1998 primarily  consisted of $1,016,000
of accrued annual management fees due to the General Partners.

                                       12
<PAGE>

Results of Operations

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

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

Cash Flows

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

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

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

The Partnership  expects its future cash flows,  together with its net available
assets at December 31, 1998, to be  sufficient to meet all currently  forseeable
future cash requirements.

Impact of Year 2000

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

Business Computer Systems

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

                                       13
<PAGE>

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

Outside Vendors

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

Personal Computers

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


Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data









                                       14

<PAGE>
















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

                              FINANCIAL STATEMENTS

              For The Years Ended December 31, 1998, 1997 and 1996

                                      with

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





















                                       15


<PAGE>



               Report of Independent Certified Public Accountants



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


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

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

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




                                                           BDO SEIDMAN, LLP

Orange County, California
April 1, 1999













                                       16
<PAGE>

INDEPENDENT AUDITORS' REPORT



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


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

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

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



                                                                  CORBIN & WERTZ

Irvine, California
March 13, 1998

                                       17
<PAGE>


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

                                 BALANCE SHEETS

                           December 31, 1998 and 1997



                                              1998                    1997
                                              ----                    ----

ASSETS

Cash and cash equivalents              $        175,192       $         181,313
Investments in limited
partnerships (Note 2)                         1,533,952               1,828,770
                                        ---------------        ----------------

                                       $      1,709,144       $       2,010,083
                                        ===============        ================

LIABILITIES AND PARTNERS'
EQUITY (DEFICIT)

Liabilities:
 Accrued fees and expenses due to
 general partner
 and affiliates (Note 3)               $      1,019,071       $         871,377
                                        ---------------        ----------------

Commitments and contingencies

Partners' equity (deficit):
 General partner                                (52,641)                (48,155)
 Limited partners (12,000
  units authorized;
  7,000 units issued and
  outstanding)                                  742,714               1,186,861
                                        ---------------         ---------------

   Total partners' equity                       690,073               1,138,706
                                        ---------------         ---------------

                                       $      1,709,144        $      2,010,083
                                        ===============         ===============





                 See accompanying notes to financial statements
                                       18
<PAGE>


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

                            STATEMENTS OF OPERATIONS

              For The Years Ended December 31, 1998, 1997 and 1996


                                      1998            1997             1996
                                      ----            ----             ----

Interest income                 $      9,224     $      5,785    $      10,157
                                 -----------      -----------     ------------

Operating expenses:
 Amortization (Note 3)                21,352           21,352           21,352
 Asset management fees (Note 3)      144,903          144,903          144,903
 Other                                24,021           13,248           67,906
                                 -----------      -----------     ------------

   Total operating expenses          190,276          179,503          234,161
                                 -----------      -----------     ------------

Loss from operations                (181,052)        (173,718)        (224,004)

Equity in losses from
limited partnerships (Note 2)       (267,581)        (143,021)        (568,488)
                                 -----------      -----------     ------------

Net loss                        $   (448,633)   $    (316,739)  $     (792,492)
                                 ===========      ===========     ============

Net loss allocated to:
   General partner              $     (4,486)   $      (3,167)  $       (7,925)
                                 ===========      ===========     ============
   Limited partners             $   (444,147)   $    (313,572)  $     (784,567)
                                 ===========      ===========     ============

Net loss per limited partner
unit                            $     (63.45)   $      (44.80)  $      (112.08)
                                 ===========      ===========     ============

Outstanding weighted limited
partner units                          7,000            7,000            7,000
                                 ===========      ===========     ============







                 See accompanying notes to financial statements
                                       19

<PAGE>


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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

              For The Years Ended December 31, 1998, 1997 and 1996


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


Partners' equity (deficit)
 at January 1, 1996           $    (37,063)     $  2,285,000      $  2,247,937

Net loss                            (7,925)         (784,567)         (792,492)
                              ------------     -------------     -------------

Partners' equity (deficit)
 at December 31, 1996              (44,988)        1,500,433         1,455,445

Net loss                            (3,167)         (313,572)         (316,739)
                              ------------     -------------     -------------

Partners' equity (deficit)
 at December 31, 1997              (48,155)        1,186,861         1,138,706

Net loss                            (4,486)         (444,147)         (448,633)
                              ------------     -------------     -------------

Partners' equity (deficit)
 at December 31, 1998         $    (52,641)    $     742,714     $     690,073
                              ============     =============     =============










                 See accompanying notes to financial statements
                                       20


<PAGE>


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

                            STATEMENTS OF CASH FLOWS

              For The Years Ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>

                                                                   1998                1997                1996
                                                                   ----                ----                ----

Cash flows from operating activities:
<S>                                                        <C>                 <C>                <C>
   Net loss                                                $     (448,633)     $     (316,739)    $      (792,492)
   Write-off of receivables from limited partnerships                   -                   -              52,726
   Adjustments to reconcile net loss to net cash used
    in operating activities:
     Amortization                                                  21,352              21,352              21,352
     Equity in losses from limited partnerships                   267,581             143,021             568,488
     Change in other assets                                             -                 587                 344
     Increase in accrued fees and expenses due to
      general partner and affiliates                              147,694             112,550             107,952
                                                            -------------       -------------      --------------

Net cash used in operating activities                             (12,006)            (39,229)            (41,630)
                                                            -------------       -------------      --------------

Cash flows provided by investing activities:
 Distributions from limited partnerships                            5,885              12,239              11,451
                                                            -------------       -------------      --------------

Net decrease in cash and cash equivalents                          (6,121)            (26,990)            (30,179)

Cash and cash equivalents, beginning of year                      181,313             208,303             238,482
                                                            -------------       -------------      --------------

Cash and cash equivalents, end of year                     $      175,192      $      181,313     $       208,303
                                                            =============       =============      ==============

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
   Taxes paid                                              $          800      $          800     $           800
                                                            =============       =============      ==============
</TABLE>



                 See accompanying notes to financial statements
                                       21


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

                          NOTES TO FINANCIAL STATEMENTS

              For The Years Ended December 31, 1998, 1997 and 1996


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

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

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

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

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

Risks and Uncertainties

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes  receive  government  financing  or operating  subsidies,  they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations.  The Housing Complexes are or will be subject

                                       22

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

to  mortgage  indebtedness.  If a Local  Limited  Partnership  does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and low  income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local Limited Partnerships.  The value of the Partnership's  investments will be
subject  to  changes  in  national  and  local  economic  conditions,  including
unemployment  conditions,  which could adversely  impact vacancy levels,  rental
payment  defaults and operating  expenses.  This, in turn,  could  substantially
increase  the  risk of  operating  losses  for  the  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental   hazards  and  natural  disasters  which  might  be
uninsurable. Because the Partnership's operations will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  Local  General
Partners,  there can be no assurance  that the  anticipated  low income  housing
credits will be available to Limited Partners.

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

Method of Accounting For Investments in Limited Partnerships

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

Losses from Local  Limited  Partnerships  allocated to the  Partnership  are not
recognized to the extent that the  investment  balance  would be adjusted  below
zero.

Offering Expenses

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other costs  incurred  with selling  limited
partnership  interests in the  Partnership.  The General Partner is obligated to
pay all  offering  and  organization  costs in  excess of 15%  (including  sales
commissions) of the total offering proceeds.  Offering expenses are reflected as
a reduction of partners'  capital and amounted to  $1,036,840 as of December 31,
1998 and 1997.

Use of Estimates

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

Cash and Cash Equivalents

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

                                       23
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

              For The Years Ended December 31, 1998, 1997 and 1996

 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Concentration of Credit Risk

At December  31,  1998,  the  Partnership  maintained  cash  balances at certain
financial institutions in excess of the federally insured maximum.

Reclassifications

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

Net Loss Per Limited Partner Unit

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

Reporting Comprehensive Income

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

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of December 31,  1998,  the  Partnership  had  acquired  limited  partnership
interests in  twenty-seven  Local Limited  Partnerships,  each of which owns one
Housing  Complex  consisting  of  an  aggregate  of  784  apartment  units.  The
respective  general  partners  of the  Local  Limited  Partnerships  manage  the
day-to-day  operations of the entities.  Significant  Local Limited  Partnership
business  decisions,  as defined,  require the approval of the Partnership.  The
Partnership, as a limited partner, is generally entitled to 99%, as specified in
the Local Limited Partnership agreements, of the operating profits and losses of
the Local Limited Partnerships.

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

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

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

                                       24
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

At December 31, 1998, the investment  accounts in certain  limited  partnerships
have reached a zero balance.  Consequently,  the  Partnership's  share of losses
during the year ended December 31, 1998 amounting to approximately $189,571 have
not been recognized.  As of December 31, 1998, the aggregate share of net losses
not recognized by the Partnership amounted to $616,000.

The following is a summary of the equity method  activity of the  investments in
Local Limited Partnerships for the years ended December 31:

                                              1998                    1997
                                              ----                    ----
Investments per balance sheet,
 beginning of year                   $      1,828,770        $       2,005,382
Equity in losses from limited
 partnerships                                (267,581)                (143,021)
Distributions paid                             (5,885)                 (12,239)
Amortization of paid acquisition
 costs and fees                               (21,352)                 (21,352)
                                      ---------------         ----------------
Investments per balance sheet,
 end of year                         $      1,533,952        $       1,828,770
                                      ===============         ================

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

COMBINED CONDENSED BALANCE SHEETS
                                          1998                    1997
                                          ----                    ----
ASSETS

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

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

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

                                       25
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                   1998            1997             1996
                                   ----            ----             ----

Total revenues, including
 interest and rent
 subsidies                    $   3,273,000   $    3,179,000   $    3,068,000
                               ------------     ------------     ------------

Expenses:
 Operating expenses               1,951,000        1,984,000        1,837,000
 Interest expense                   953,000          920,000          937,000
 Depreciation and
  amortization                      831,000          851,000          868,000
                               ------------     ------------     ------------

   Total expenses                 3,735,000        3,755,000        3,642,000
                               ------------     ------------     ------------

Net loss                      $    (462,000)  $     (576,000)  $     (574,000)
                               ============     ============     ============

Net loss allocable
 to the Partnership           $    (457,000)  $     (570,000)  $     (568,000)
                               ============     ============     ============

Net loss recorded by
 the Partnership              $    (268,000)  $     (143,000)  $     (568,000)
                               ============     ============     ============


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

NOTE 3 - RELATED PARTY TRANSACTIONS

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

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

                                       26
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

          Reimbursement  of costs  incurred by an affiliate of WNC in connection
          with  the   acquisition   of   Local   Limited   Partnerships.   These
          reimbursements  have not exceeded  1.7% of the gross  proceeds.  As of
          December 31, 1998 and 1997, the Partnership incurred acquisition costs
          of  $10,581  which  have  been  included  in  investments  in  limited
          partnerships.  Accumulated  amortization  was  $3,149 and $2,796 as of
          December 31, 1998 and 1997, respectively.

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

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

The  accrued  fees and  expenses  due to General  Partner and  affiliates  as of
December 31, 1998 and 1997 consist of the following:

                                         1998                    1997
                                         ----                    ----

Advances from WNC                 $          3,056        $             263

Accrued asset management fees            1,016,015                  871,114
                                   ---------------         ----------------

                                  $      1,019,071        $         871,377
                                   ===============         ================

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

NOTE 4 - INCOME TAXES

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




                                       27

<PAGE>

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

(a)(1)

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

(ii)  During the last two fiscal years of the Partnership, the reports of Corbin
      & Wertz  respecting  the financial  statements of the Partnership  did not
      contain an adverse  opinion or a disclaimer  of opinion, nor were any such
      reports qualified or modified as to uncertainty, audit scope or accounting
      principles.

(iii) The decision to change  accountants was approved by the board of directors
      of WNC & Associates, Inc., the general partner of the Partnership.

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

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

(a)(2)

On December 16, 1998, BDO Seidman,  LLP,  Costa Mesa,  California was engaged as
the Partnership's principal independent  accountant.  During the last two fiscal
years and subsequent interim period of the Partnership,  the Partnership did not
consult BDO Seidman,  LLP regarding (i) either,  the  application  of accounting
principles to a specified  transaction;  or the type of audit opinion that might
be rendered on the Partnership's  financial statements,  or (ii) any matter that
was  the  subject  of a  disagreement  (as  defined  in  Item  304(a)(1)(iv)  of
Securities and Exchange Commission Regulation S-K) or was a reportable event (as
defined in Item  304(a)(1)(v) of Securities and Exchange  Commission  Regulation
S-K).

PART III.

Item 10. Directors and Executive Officers of the Registrant

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

Directors and Executive Officers of WNC & Associates, Inc.

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

Wilfred N. Cooper,  Sr., age 68, is the founder,  Chief Executive  Officer and a
Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and a
general partner in some of the programs previously sponsored by the Sponsor. Mr.
Cooper has been involved in real estate  investment and  acquisition  activities
since 1968.  Previously,  during 1970 and 1971,  he was founder and principal of
Creative  Equity  Development  Corporation,  a predecessor  of WNC & Associates,
Inc., and of Creative Equity Corporation,  a real estate investment firm. For 12
years  prior  to  that,  Mr.  Cooper  was  employed  by  Rockwell  International
Corporation, last serving as its manager of housing and urban developments where
he  had  responsibility   for  factory-built   housing  evaluation  and  project
management in urban  planning and  development.  Mr. Cooper is a Director of the

                                       28
<PAGE>


National  Association of Home Builders (NAHB) and a National  Trustee for NAHB's
Political Action Committee,  a Director of the National Housing Conference (NHC)
and a  member  of NHC's  Executive  Committee  and a  Director  of the  National
Multi-Housing  Council (NMHC).  Mr. Cooper graduated from Pomona College in 1956
with a Bachelor of Arts degree.

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

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

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

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

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

                                       29

<PAGE>

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

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

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

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

Item 11.  Executive Compensation

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

(a)   Annual Asset  Management  Fee. An annual asset management fee in an amount
      equal to 0.5% of invested assets (the sum of the Partnership's  Investment
      in Local  Limited  Partnership  Interests and the Partnership's  allocable
      share of the amount of the  mortgage  loans on and other debts related to,
      the Housing  Complexes owned by such Local Limited Partnerships).  Fees of
      $144,903 were incurred for 1998. The  Partnership paid the General Partner
      or its affiliates $0 of those fees in 1998.

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

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

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

                                       30
<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)      Security Ownership of Certain Beneficial Owners

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

(b)      Security Ownership of Management

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

(c)      Changes in Control

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

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

Item 13.  Certain Relationships and Related Transactions

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






                                       31
<PAGE>

PART IV.

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

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

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

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

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

(b)      Reports on Form 8-K.

1.       A Form 8-K dated  December  16,  1998  was filed on  December  22, 1998
         reporting the dismissal of the  Partnership's  former auditors and  the
         engagement of new auditors. No financial statements were included.

(c)      Exhibits.

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

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

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

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

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

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

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

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

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

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

                                       32
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d)      Financial statement schedule follows, as set forth in subsection (a)(2)
         hereof.

                                       33
<PAGE>



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


The audit  referred to in our report  dated April 1, 1999,  relating to the 1998
financial   statements   of  WNC  Housing   Tax  Credit   Fund  II,  L.P.   (the
"Partnership"),  which is  contained  in Item 8 of this Form 10-K,  included the
audit of the accompanying  financial statement schedule. The financial statement
schedule  is  the   responsibility   of  the   Partnership's   management.   Our
responsibility  is to express an opinion on this  financial  statement  schedule
based upon our audit.

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



                                                       BDO SEIDMAN, LLP


Orange County, California
April 1, 1999





                                       34
<PAGE>


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

                            --------------------------------------------------------------------------------------------
                                                                    As of December 31, 1998
                            --------------------------------------------------------------------------------------------

                                         Total Investment   Amount of     Encumbrances of                                 Net
                                         in Local Limited   Investment    Local Limited    Property and   Accumulated     Book
Partnership Name              Location   Partnerships       Paid to Date  Partnerships     Equipment      Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>               <C>          <C>              <C>            <C>           <C>

Airport Road                  Slidell,
Associates, Limited           Louisiana    $  334,000        $  334,000   $ 1,450,000      $ 1,858,000    $ 580,000    $ 1,278,000


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

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

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


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

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

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

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

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

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


</TABLE>
                                       35

<PAGE>



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

                            -------------------------------------------------------------------------------------------
                                                                    As of December 31, 1998
                            -------------------------------------------------------------------------------------------
                            --------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

</TABLE>
                                       36

<PAGE>



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

                            ----------------------------------------------------------------------------------------------
                                                                    As of December 31, 1998
                            ----------------------------------------------------------------------------------------------

                                         Total Investment   Amount of     Encumbrances of                                 Net
                                         in Local Limited   Investment    Local Limited    Property and   Accumulated     Book
Partnership Name              Location   Partnerships       Paid to Date  Partnerships     Equipment      Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>               <C>          <C>              <C>            <C>           <C>
Cherokee Square, L.P.         Rogersville,
Lakeview Limited              Beaver Dam,
Partnership                   Wisconsin      $  264,000   $ 264,000       $ 1,240,000      $ 1,585,000     $ 325,000    $ 1,260,000

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

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

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

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

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

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

Willcox Investment Group,     Willcox,
an Arizona                    Arizona           246,000     246,000         1,060,000        1,322,000       263,000      1,059,000
Limited Partnership                            --------    --------        ----------       ----------      --------     ----------


                                            $ 4,996,000 $ 4,996,000      $ 23,510,000     $ 30,319,000    $6,940,000   $ 23,379,000
                                             ==========  ==========       ===========      ===========     =========    ===========
</TABLE>

                                       37




<PAGE>



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

                                -------------------------------------------------------------------------------------
                                                            For the year ended December 31, 1998
                                -------------------------------------------------------------------------------------

                                                                                       Year Investment              Estimated Useful
Partnership Name                               Rental Income     Net Income\(Loss)         Acquired       Status    Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>                        <C>       <C>                <C>

Airport Road Associates, Limited              $  152,000            $  (39,000)                1990      Completed          27.5

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>
                                       38
<PAGE>



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

                                -------------------------------------------------------------------------------------
                                                            For the year ended December 31, 1998
                                -------------------------------------------------------------------------------------

                                                                                       Year Investment              Estimated Useful
Partnership Name                               Rental Income     Net Income\(Loss)         Acquired       Status    Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>                         <C>      <C>                <C>

Emory Manor, L.P.                             $   77,000            $  (30,000)                 1990      Completed             30

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

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

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

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

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

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

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

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

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

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

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

</TABLE>
                                       39

<PAGE>



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

WNC HOUSING TAX CREDIT FUND II, L.P.

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


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

Date: August 23, 1999


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

Date: August 23, 1999


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

Date: August 23, 1999

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


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

Date: August 23, 1999



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

Date: August 23, 1999


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

Date: August 23, 1999


                                       40