FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the fiscal year ended December 31, 1996

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 0-20057


                      WNC HOUSING TAX CREDIT FUND II, L.P.

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

California                                                   33-0391979

                      WNC HOUSING TAX CREDIT FUND II, L.P.
              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

                                 (714) 662-5565

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

Title of Securities                                Exchanges on which Registered

NONE                                               NOT APPLICABLE



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

UNITS OF LIMITED PARTNERSHIP INTEREST



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|

      State  the   aggregate   market   value  of  the  voting   stock  held  by
non-affiliates of the registrant. Inapplicable.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

NONE




<PAGE>


Item 1.  Business


Organization

WNC  Housing  Tax Credit Fund II,  L.P.  ("HTCF II" or the  "Partnership")  is a
California limited  partnership formed under the laws of the State of California
on January 19, 1990. The Partnership  was formed to acquire limited  partnership
interests in local limited partnerships ("Local Limited Partnerships") which own
multifamily apartment complexes that are eligible for low-income housing federal
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. The business of the
Partnership  is conducted  primarily  through  Associates as neither the General
Partner nor the Partnership has employees of its own.

On April 27, 1990, the  Partnership  commenced a public offering of 12,000 Units
of Limited Partnership  Interests ("Units"),  at a price of $1,000 per Unit. The
General  Partner  concluded  the sale of Units on December  31, 1992. A total of
7,000 Units representing $7,000,000 had been sold. Holders of Units are referred
to herein as "Limited Partners."

 Description of Business

The  Partnership's  principal  business  objective  is to  provide  its  Limited
Partners with Low Income Housing Credits.  The Partnership's  principal business
therefore   consists  of  investing  as  a  limited  partner  in  Local  Limited
Partnerships each of which will own and operate an apartment complex ("Apartment
Complex")  which will  qualify for the Low Income  Housing  Credit.  In general,
under Section 42 of the Internal  Revenue  Code, an owner of low-income  housing
can receive  the Low Income  Housing  Credit to be used  against  Federal  taxes
otherwise due in each year of a ten year period. 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  Apartment  Complex is
subject to a 15-year compliance period (the "Compliance Period").

In general,  in order to avoid  recapture  of Low Income  Housing  Credits,  the
Partnership  does not  expect  that it will  dispose of its  interests  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by a Local Limited  Partnership of any Apartment Complex prior to the end of the
applicable  Compliance  Period.  Because  of (i)  the  nature  of the  Apartment
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or  more  year  in  the  future,  and  (iii)  the  inability  of the
Partnership  to directly  cause the sale of  Apartment  Complexes by the general
partners  of  the  respective   Local  Limited   Partnerships   ("Local  General
Partners"),  but generally  only to require such Local  General  Partners to use
their  respective best efforts to find a purchaser for the Apartment  Complexes,
it is  not  possible  at  this  time  to  predict  whether  the  liquidation  of
substantially  all  of the  Partnership's  assets  and  the  disposition  of the
proceeds,  if any, in accordance with the Partnership  Agreement will be able to
be accomplished  promptly at the end of the 15-year  period.  If a Local Limited
Partnership is unable to sell an Apartment  Complex,  it is anticipated that the
Local General Partner will either continue to operate such Apartment  Complex or
take such other actions as the Local General Partner  believes to be in the best
interest of the Local Limited Partnership. In addition, circumstances beyond the
control of the General  Partner may occur  during the  Compliance  Period  which
would require the Partnership to approve the disposition of an Apartment Complex
prior to the end thereof.


                                       2
<PAGE>


As of December  31, 1996,  HTCF II had  invested in twenty  seven Local  Limited
Partnerships.  Each of these Local Limited Partnerships own an Apartment Complex
that is eligible for the Low Income  Housing  Credit.  All of the Local  Limited
Partnerships  also benefit from  government  programs  promoting low or moderate
income housing.

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks  incident to the management and ownership of low income housing and to the
management and ownership of multifamily  residential real estate.  Some of these
risks are that the Low Income Housing Credit could be recaptured and neither the
Partnership's  investments  nor the Apartment  Complexes  owned by Local Limited
Partnerships will be readily marketable. Additionally, there can be no assurance
that the  Partnership  will be able to dispose of its interest in Local  Limited
Partnerships at the end of the Compliance Period. The value of the Partnership's
investments   will  be  subject  to  changes  in  national  and  local  economic
conditions,  including  unemployment  conditions,  which could adversely  impact
vacancy levels,  rental payment defaults and operating expenses.  This, in turn,
could  substantially  increase  the risk of operating  losses for the  Apartment
Complexes and the Partnership.  The Apartment Complexes could be subject to loss
through foreclosure.  In addition,  each Local Limited Partnership is subject to
risks relating to environmental hazards which might be uninsurable.  Because the
Partnership's  ability to control its operations  will depend on these and other
factors  beyond the control of the General  Partner and the general  partners of
the Local  Limited  Partnerships,  there can be no  assurance  that  Partnership
operations will be profitable or that the anticipated Low Income Housing Credits
will be available to Limited Partners.

As of December 31, 1996,  all of the Apartment  Complexes  were completed and in
operation.  The Apartment  Complexes owned by the Local Limited  Partnerships in
which HTCF II has  invested  were  developed by the Local  General  Partners who
acquired the sites and applied for applicable  mortgages and subsidies.  HTCF II
became  the  principal  limited  partner  in these  Local  Limited  Partnerships
pursuant to arm's-length  negotiations with Local General Partners. As a limited
partner,  HTCF II liability for obligations of the Local Limited  Partnership is
limited  to its  investment.  The Local  General  Partner  of the Local  Limited
Partnership retains  responsibility for maintaining,  operating and managing the
Apartment Complex.  

The  following  is a schedule  of the status as of  December  31,  1996,  of the
Apartment  Complexes  owned by Local Limited  Partnerships in which HTCF II is a
limited partner:


                                       3
<PAGE>

<TABLE>

<CAPTION>
                          SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                                    IN WHICH HTCF II HAS AN INVESTMENT
                                                                      December 31, 1996      
                                              -----------------------------------------------------------------
<S>                                              <C>       <C>               <C>            <C>        
                                                   No.                                            Percentage of
                                                   of             Units            Units           Total Units
Name & Location                                   Units         Completed         Occupied           Occupied

Airport Road Assoc.                                40               40               39                  98%
  Slidell, Louisiana
Am-Kent Associates, Ltd.                           32               32               32                 100
  Amite & Kentwood, Louisiana
Arizonia I                                         42               42               42                 100
  Shaw Low, Arizonia
Ashland Investment Group                           40               40               39                  97
  Ashland, Oregon
Brantley Housing, Ltd.                             19               19               16                  84
  Brantley, Alabama
Brian's Village Apartments, Ltd.                   28               28               28                 100
  Mannford, Oklahoma
Candlerigde Apartments of Perry LP                 23               23               21                  91
  Perry, Iowa
Candlerigde Apts of Runnells L.P.                  15               15               13                  87
  Runnells, Iowa
Casa Allegre Limited Partnership                   42               42               40                  95
  Las Vegas, New Mexico
Castroville Village, Ltd.                          40               40               39                  98
  Castroville, Texas
Cherokee                                           31               31               30                  97
  Rogersville, Tennessee
Divall Midland Associates Limited II               32               32               30                  94
  Port Washington, Wisconsin
Eclectic Housing, Ltd                              15               15               14                  93
  Electic, Alabama
Elizabeth Square                                   48               48               48                 100
  Raceland, Louisiana
Emory Capital, L.P.                                16               16               16                 100
  Emory, Texas
Emory Manor, L.P.                                  24               24               24                 100
  Emory, Texas
Idalou Manor, L.P.                                 24               24               24                 100
  Idalou, Texas
Jefferson Capital, L.P.                            30               30               28                  93
  Jefferson, Texas
Jefferson Manor, L.P.                              32               32               32                 100
  Jefferson, Texas
Lake View, a Wisconsin Limited                     40               40               36                  90
  Partnership
Littlefield Manor, L.P.                            24               24               22                  93
  Littlefield, Texas
Perry County Housing, Ltd.                         15               15               13                  87
  Uniontown, Alabama
Pine Hill Housing, Ltd.                            19               19               18                  95
  Pine Hill, Alabama
Rociada Partners Limited                           28               28               28                 100
  Hereford, Texas
Wadley Housing, Ltd.                               15               15                9                  60
  Wadley, Alabama
Whitewater Woods,                                  40               40               38                  95
  Whitewater, Wisconsin
Willcox Investment Group                           30               30               29                  97
  Willcox, Arizonia
                                                 ----      -----------       ----------     ----------------

Totals                                           784               784              748                  95%
                                                 ====              ===              ===                  ===
</TABLE>


                                       4
<PAGE>

Item 2.  Properties


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



Item 3.  Legal Proceedings

None.

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

None.

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

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.  Units  can  be  assigned  only  if  certain
requirements  in  HTCF  II's  Agreement  of  Limited  Partnership  ("Partnership
Agreement") are satisfied.

At December 31, 1996,  there were 577 Limited  Partners HTCF II. The Partnership
was  not  designed  to  provide  cash   distributions  to  Limited  Partners  in
circumstances  other than refinancing or disposition of its investments in Local
Limited  Partnerships.  The Limited Partners received Low Income Housing Credits
per Unit of $145 for 1996 and 1995.


                                       5
<PAGE>

Item 6.  Selected Financial Data


<TABLE>
<CAPTION>
                                                                Years ended December 31,
                                   -----------------------------------------------------------------------------------
                      
                                         1996              1995              1994               1993              1992
                                         ----              ----              ----               ----              ----
<S>                                <C>               <C>               <C>                <C>               <C>    
Revenues                              $10,157           $11,368            $9,287            $11,193           $23,054

Partnership operating 
expenses                            (234,161)         (186,417)         (181,780)          (176,139)         (169,369)

Equity in loss of            
Local Limited Partners              (568,488)         (602,163)         (544,630)          (634,893)         (551,431)
                                    --------          --------          ---------          --------          --------

Net loss                           $(792,492)        $(777,212)        $(717,123)         $(799,839)        $(697,745)
                                    ========          ========          ========           ========          ========

Net loss per Limited
Partnership Interest               $    (112)        $    (110)        $    (101)         $    (113)        $     (99)
                                       =====          ========          ========           ========          ========

Total assets                       $2,214,272        $2,898,812        $3,530,041         $4,189,583        $4,872,397
                                    =========         =========         =========          =========         =========

Net investment in
Local Limited Partnerships         $2,005,382        $2,606,673        $3,289,100         $3,812,614        $4,220,797
                                    =========         =========         =========         ==========         =========

Capital contributions
payable to
Local Limited Partnerships         $        0        $        0        $        0         $  132,820        $  105,774
                                   ==========        ==========        ==========         ==========        ==========
</TABLE>





                                       6
<PAGE>


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

         Liquidity and Capital Resources

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash of  approximately  $30,200 for the period  ended  December  31,
1996.  This decrease in cash  represents  cash provided by investing  activities
consisting  entirely  of  distributions  from  Local  Limited   Partnerships  of
approximately $11,400,  offset by operating activities of approximately $41,600.
Cash provided by operating  activities consisted of interest income and payments
from  affiliates.  Cash used consisted  primarily of payments for operating fees
and  expenses.  The major  components of all these  activities  are discussed in
greater detail below.

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash of  approximately  $740 for the period ended December 31, 1995.
This increase in cash was provided by investing  activities  consisting entirely
of distributions  from Local Limited  Partnerships of  approximately  $6,190 and
uses by operating activities of approximately $5,440. Cash provided by operating
activities   consisted  of  interest  income  and  payment  of  receivable  from
affiliates.  Cash used  consisted  primarily of payments for operating  fees and
expenses.  The major components of all these activities are discussed in greater
detail below.

The Partnership is indebted to an affiliate of the General Partner in the amount
of  approximately  $758,800.  The component  items of such  indebtedness  are as
follows:  accrued  management fees of approximately  $758,200 and amounts net of
due from the affiliate of approximately $600.

As of March 31,  1997 and  December  31,  1996,  the  Partnership  has  received
approximately  $7,000,000 from the sale of the Limited Partnership Interests and
and applied the Net Proceeds thereof  available for investment to the payment of
Acquisition Fees and Acquisition  Expenses,  the establishment of Reserves,  the
payment of  operating  expenses  and the  acquisition  of  investments  in Local
Limited Partnerships which own the Apartment Complexes.

Prior to sale of the  Apartment  Complexes,  it is not expected  that any of the
Local Limited  Partnerships in which the Partnership has invested or will invest
will generate cash sufficient to provide distributions to The Partnership of any
material amount.  Distributions  to the Partnership  would first by used to meet
operating  expenses  of the  Partnership,  including  the  payment  of the Asset
Management Fee to the General Partner.  See Item 11 hereof.  As a result,  it is
not anticipated that the Partnership  will provide  distributions to the Limited
Partners prior to the same of the Apartment Complexes.

The Partnership's  investments are not readily marketable and may be affected by
adverse general economic conditions which, in turn, could substantially increase
the risk of operating  losses for the  Apartment  Complexes,  the Local  Limited
Partnerships  and the  Partnership.  These  problems may result from a number of
factors,   many  of  which  cannot  be  controlled   by  the  General   Partner.
Nevertheless,  the General Partner anticipates that capital raised from the sale
of the Limited  Partnership  Interests is sufficient  to fund the  Partnership's
operations.

                                       7
<PAGE>

Upon  completion of its public  offering (in 1992) the  Partnership  established
working capital reserves of approximately  3.0% of the Limited Partners' capital
contributions.  This amount is anticipated  to be sufficient to satisfy  general
working  capital and  administrative  expense  requirements  of the  Partnership
including  payment of the asset management fee as well as expenses  attendant to
the  preparation  of tax returns and reports to the limited  partners  and other
investor servicing obligations of the Partnership.  Liquidity would, however, be
adversely affected by unanticipated or greater than anticipated operating costs.
To the extent that working capital reserves are insufficient to satisfy the cash
requirements of the  Partnership,  it is anticipated that additional funds would
be sought  through  bank loans or other  institutional  financing.  The  General
Partner may also apply any cash  distributions  received  from the local limited
partnerships  for such  purposes or to  replenish  or increase  working  capital
reserves.

Under its partnership  agreement,  the Partnership  does not have the ability to
assess its partners for additional  capital  contributions to provide capital if
needed  by the  Partnership  or  Local  Limited  Partnerships.  Accordingly,  if
circumstances arise that cause the Local Limited Partnerships to require capital
in addition to that  contributed by the  Partnership and any equity of the Local
General Partners, the only sources from which such capital needs will be able to
be  satisfied  (other than the limited  reserves  available  at the  Partnership
level) will be (i) third-party debt financing  (which may not be available,  if,
as expected, the Apartment Complexes owned by the Local Limited Partnerships are
already  substantially  leveraged),  (ii)  additional  equity  contributions  or
advances of the Local General Partners,  (iii) other equity sources (which could
adversely  affect the  Partnership's  interest in tax credits,  cash flow and/or
proceeds of sale or refinancing of the apartment complexes and result in adverse
tax  consequences to the limited  partners),  or (iv) the sale or disposition of
the Apartment  Complexes (which could have the same adverse effects as discussed
in (iii) above).  There can be no assurance  that funds from any of such sources
would be readily available in sufficient amounts to fund the capital requirement
of the Local Limited Partnerships in question.  If such funds are not available,
the  Local  Limited  Partnerships  would  risk  foreclosure  on their  apartment
complexes if they were unable to renegotiate  the terms of their first mortgages
and any other debt secured by the Apartment  Complexes to the extent the capital
requirements of the Local Limited Partnerships relate to such debt.


Liquidity

HTCF II's primary source of funds was the proceeds of its public offering. Other
sources of liquidity  include interest earned on cash balances and distributions
from Local Limited Partnerships.  The Local Limited Partnerships are expected to
maintain  working  capital  reserves  independent  of  those  maintained  by the
Partnership  to the extent that (i) the terms of mortgage debt  encumbering  the
Apartment  Complexes  or the  terms  of any  government  assistance  program  so
require,  or (ii) the Local General  Partner  determines  that such reserves are
necessary  or  advisable.  Although  reserves are to be  maintained  at both the
Partnership  and Local Limited  Partnership  levels,  if such reserves and other
available  income,  if any, are  insufficient to cover the  Partnership's or any
Local  Limited  Partnership's  operating  expenses  and  liabilities,  it may be
necessary to accumulate additional funds from distributions  received from Local
Limited  Partnerships which would otherwise be available for distribution to the
Limited Partners,  or to liquidate the  Partnership's  investment in one or more
Local Limited Partnerships.

                                       8
<PAGE>

Reserves of the Partnership and reserves of the Local Limited Partnership may be
increased  or  decreased  from time to time by the General  Partner or the Local
General  Partner,  as the case may be,  in order to meet  anticipated  costs and
expenses.  The amount of cash flow  available  for  distribution  and/or Sale or
Refinancing Proceeds, if any, which is available for distribution to the Limited
Partners may be affected accordingly.

Results of Operations

The Partnership was formed to provide various  benefits to its Limited  Partners
as  discussed  in Item 1.  It is not  expected  that  any of the  Local  Limited
Partnerships  in which the  Partnership  has invested  will  generate  cash flow
sufficient  to provide for  distributions  to Limited  Partners in any  material
amount.  The  Partnership  accounts  for its  investments  in the Local  Limited
Partnerships on the equity method,  thereby adjusting its investment  balance by
its proportionate share of the income or loss of the local limited partnerships.

Consistent  with the  Partnership's  investment  objectives,  each Local Limited
Partnership is generating or is expected to generate Low Income Housing  Credits
for  a  period  of  approximately  ten  years,  commencing  with  completion  of
construction or rehabilitation of its Apartment Complex(es) and is generating or
is expected to generate losses until sale of the Apartment Complex(es).

As reflected on its  Statements of  Operations,  the  Partnership  had losses of
$792,492,  $777,212,  and $717,123, for the years ended December 31, 1996, 1995,
and 1994, respectively. The component items of revenue and expense are discussed
below.

Revenue.  Partnership  revenues  consisted  entirely of interest  earned on cash
deposits  held in  financial  institutions  (i) as  Reserves,  or  (ii)  pending
investment in Local Limited Partnerships.  Interest revenue in future years will
be a function of prevailing interest rates and the amount of cash balances.

Expenses. The most significant component of operating expenses is expected to be
the Asset Management Fee. The Asset Management Fees is equal to 0.5% of Invested
asset in local Limited  Partnerships:  accordingly  the amount to be incurred in
the future is a function of the level of such invested assets (i.e.,  the sum of
the Partnerships'  capital  contributions to the Local Limited Partnerships plus
the Partnership's share of the debts related to the Apartment Complexes owned by
such  Local  Limited  Partnerships).  The annual  management  fee  incurred  was
$144,903,  $144,903,  and $144,903 for the years ended December 31, 1996,  1995,
and 1994, respectively.

Office expense consists of the Partnership's  administrative  expenses,  such as
accounting and legal fees, bank charges and investor reporting expenses.

Equity in losses from Local Limited  Partnerships.  The Partnership's  equity in
losses from Local Limited Partnerships is equal to 99% of the aggregate net loss
of the Local Limited Partnerships. After rent-up, the Local Limited Partnerships
have generated and are expected to continue  generating  losses during each year
of operations.  This is so because, although rental income is generally expected
to exceed cash operating  expenses,  depreciation  and  amortization  deductions
claimed by the Local  Limited  Partnerships  are  expected  to exceed net rental
income.

The Partnership, as a Limited Partner in the Local Limited Partnerships in which
it  has  invested,  is  subject  to the  risks  incident  to  the  construction,
management,  and ownership of improved real estate. The Partnership  investments
are also subject to adverse general economic  conditions,  and accordingly,  the
status  of  the  national  economy,   including  substantial   unemployment  and
concurrent  inflation,  could increase vacancy levels,  rental payment defaults,
and operating expenses,  which in turn, could substantially increase the risk of
operating losses for the Apartment Complexes.





                                       9
<PAGE>

Item 8.  Financial Statements and Supplementary Data




















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

                              FINANCIAL STATEMENTS

                               For The Years Ended
                        December 31, 1996, 1995 and 1994

                                      with

                      INDEPENDENT AUDITORS' REPORT THEREON



<PAGE>











                          INDEPENDENT AUDITORS' REPORT



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


We have audited the  accompanying  balance sheets of WNC Housing Tax Credit Fund
II, L.P. (a California Limited  Partnership) (the  "Partnership") as of December
31, 1996 and 1995, and the related  statements of operations,  partners'  equity
(deficit) and cash flows for the years ended  December 31, 1996,  1995 and 1994.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits. We 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% and 90% of the total  assets of WNC  Housing  Tax
Credit Fund II, L.P. at December 31, 1996 and 1995, respectively.  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, 1996 and 1995,  and the results of its
operations  and its cash flows for the years ended  December 31, 1996,  1995 and
1994 in conformity with generally accepted accounting principles.




                                                  /s/ Corbin & Wertz
                                                  ------------------

                                                  CORBIN & WERTZ

Irvine, California
March 24, 1997


<PAGE>




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



                                 BALANCE SHEETS

                           December 31, 1996 and 1995



ASSETS                                          1996                 1995
                                             ----------           ----------
          
Cash and cash equivalents                    $  208,303           $  238,482

Investments in limited partnerships
 (Note 2)                                     2,005,382            2,606,673

Receivables from limited partnerships
 (Note 3)                                        ---                  52,726

Other assets                                        587                  931
                                             ----------           ----------

                                             $2,214,272           $2,898,812
                                             ==========           ==========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities -
  Accrued fees and expenses due to
   general partner and affiliates
   (Note 4)                                  $  758,827           $  650,875
                                             ----------           ----------

Partners' equity (deficit):
  General partner                              (44,988)             (37,063)
  Limited partners (12,000 units
   authorized; 7,000 units issued
   and outstanding at December 31,
   1996 and 1995)                             1,500,433            2,285,000
                                             ----------           ----------

     Total partners' equity                   1,455,445            2,247,937
                                             ----------           ----------

                                             $2,214,272           $2,898,812
                                             ==========           ==========











                 See accompanying notes to financial statements
                                      FS-2



<PAGE>


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

<TABLE>
<CAPTION>
                                   STATEMENTS OF OPERATIONS

                     For The Years Ended December 31, 1996, 1995 and 1994



                                                   1996                1995                1994
                                             ----------          ----------         -----------

<S>                                        <C>                 <C>                 <C>         
Interest income                            $     10,157        $     11,368        $      9,287
                                              ---------          ----------          ----------

Operating expenses:
  Amortization (Note 4)                          21,352              23,266              23,905
  Partnership management fees
   (Note 4)                                     144,903             144,903             144,903
  Other (Note 3)                                 67,906              18,248              12,972
                                             ----------          ----------          ----------

     Total operating expenses                   234,161             186,417             181,780
                                             ----------          ----------          ----------

Loss from operations                           (224,004)           (175,049)           (172,493)

Equity in losses from limited
 partnerships (Note 2)                         (568,488)           (602,163)           (544,630)
                                             ----------          ----------          ----------

Net loss                                   $   (792,492)       $   (777,212)       $   (717,123)
                                             ==========          ==========          ==========

Net loss allocated to:
  General partner                          $     (7,925)       $     (7,772)       $     (7,171)
                                             ==========          ==========          ==========
  Limited partner                          $   (784,567)       $   (769,440)       $   (709,952)
                                             ==========          ==========          ==========

Net loss per limited partner
 unit                                      $    (112.08)       $    (109.92)       $    (101.42)
                                              =========           =========          ==========

Outstanding weighted limited
 partner units                                    7,000               7,000               7,000
                                             ==========          ==========          ==========
</TABLE>








                 See accompanying notes to financial statements
                                      FS-3


<PAGE>


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

<TABLE>
<CAPTION>
                         STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                   For The Years Ended December 31, 1996, 1995 and 1994      



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

<S>                                   <C>                 <C>                 <C>    
Equity (deficit) -
 January 1, 1994                      $   (22,120)        $ 3,764,392         $ 3,742,272

Net loss                                   (7,171)           (709,952)           (717,123)
                                       ----------          ----------          ----------

Equity (deficit) -
 December 31, 1994                        (29,291)          3,054,440           3,025,149

Net loss                                   (7,772)           (769,440)           (777,212)
                                       ----------          ----------          ----------

Equity (deficit) -
 December 31, 1995                        (37,063)          2,285,000           2,247,937

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

Equity (deficit) -
 December 31, 1996                    $   (44,988)        $ 1,500,433         $ 1,455,445
                                       ==========          ==========          ==========
</TABLE>












                 See accompanying notes to financial statements
                                      FS-4



<PAGE>


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

<TABLE>
<CAPTION>
                                       STATEMENTS OF CASH FLOWS

                         For The Years Ended December 31, 1996, 1995 and 1994


                                                         1996               1995               1994
                                                      ----------         ----------         ----------

<S>                                                 <C>                <C>                <C>                 
Cash flows from operating activities:
  Net loss                                          $  (792,492)       $  (777,212)       $  (717,123)
  Write-off of receivables from
   limited partnerships                                  52,726             ---                ---
  Adjustments to reconcile net loss to
   net cash (used in) provided by
   operating activities:
    Amortization                                         21,352             23,266             23,905
    Equity in loss of limited
     partnerships                                       568,488            602,163            544,630
    Change in other assets                                  344                357             (1,193)
    Increase in accrued fees and
     expenses due to general partner
     and affiliates                                     107,952            145,983            190,401
                                                     ----------         ----------         ----------

Net cash (used in) provided by
 operating activities                                   (41,630)            (5,443)            40,620
                                                     ----------         ----------         ----------

Cash flows from investing activities:
  Investments in limited partnerships                    ---                ---              (131,100)
  Capitalized acquisition costs and fees                 ---                ---               (44,189)
  Distributions from limited partnership                 11,451              6,186             ---
                                                      ----------         ----------         ----------

Net cash provided by (used in) investing
 activities                                              11,451              6,186           (175,289)
                                                     ----------         ----------         ----------

Net change in cash and cash
 equivalents                                            (30,179)               743           (134,669)

Cash and cash equivalents, beginning of
 year                                                   238,482            237,739            372,408
                                                     ----------         ----------         ----------

Cash and cash equivalents, end of year              $   208,303        $   238,482        $   237,739
                                                     ==========         ==========         ==========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
  Cash paid for interest                            $    ---           $    ---           $    ---
                                                     ==========         ==========         ==========
  Cash paid for taxes                               $       800        $       800        $       800
                                                     ==========         ==========         ==========
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY:

During 1995,  the  Partnership  decreased its  investments in  partnerships  and
recorded a receivable  from limited  partnerships  amounting to $52,726.  During
1996, such amounts were written-of as uncollectible (see Note 3).

During  1994,  the  Partnership  incurred a decrease in  investments  in limited
partnerships of $1,720,  resulting from a reduction of the purchase price.  Such
reduction was offset against payables to limited partnerships.



                 See accompanying notes to financial statements
                                      FS-5
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
              For The Years Ended December 31, 1996, 1995 and 1994



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  which  own and  operate  multifamily  housing  complexes  that are
eligible for low income Low Income Housing Credits.

WNC Financial  Group,  L.P., a California  partnership,  is the general  partner
("General  Partner") of the Partnership.  WNC & Associates,  Inc. is the general
partner of WNC Financial  Group,  L.P. Other officers and key employees of WNC &
Associates, Inc. are limited partners.

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

The Partnership  Agreement  authorized the sale of up to 12,000 units of Limited
Partnership  Interest  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 of 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 4), and any additional sale
or  refinancing  proceeds will be  distributed  90% to the limited  partners (in
proportion to their respective investments) and 10% to the General Partner.

The Partnership's  investments in limited  partnerships are subject to the risks
incident to the management and ownership of multifamily residential real estate,
and  include  the risks  that  neither  the  Partnership's  investments  nor the
apartment   complexes  owned  by  the  limited   partnerships  will  be  readily
marketable.  Additionally there can be no assurance that the Partnership will be
able to dispose of its  interest in the 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
apartment  complexes  and the  Partnership.  The  apartment  complexes  could be
subject to loss through  foreclosure.  In addition,  each limited partnership is
subject to risks relating to  environmental  hazards which might be uninsurable.
Because the Partnership's ability to control its operations will depend on these
and other  factors  beyond the  control of the  General  Partner and the general
partners of the limited partnerships, there can be no assurance that Partnership
operations will be profitable or that the anticipated Low Income Housing Credits
will be available to limited partners.


Continued

                                      FS-6



<PAGE>

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


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
              For The Years Ended December 31, 1996, 1995 and 1994



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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 each limited  partnership's  results of operations  and
for  any  distributions   received.  The  accounting  policies  of  the  limited
partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership in acquiring the investments in limited partnerships are capitalized
as part of the investment account and are amortized over 30 years (see Note 2).

Losses  from  operating  partnerships  allocated  to  the  Partnership  are  not
recognized to the extent that the  investment  balance  would be adjusted  below
zero.

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.

Organization Costs

Organization  costs of $12,760 were being amortized on the straight-line  method
over sixty months.  Such costs were fully  amortized as of December 31, 1996 and
1995.

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 limited partners' capital.  As of December 31, 1996 and 1995, the
Partnership had incurred  offering  expenses and selling  expenses of $1,036,840
which are reflected as a reduction of partners' equity.

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.

Net Loss Per Limited Partner Unit

Net loss per limited partner unit was computed by dividing the limited partners'
share of net loss by the weighted number of limited partner units outstanding.

Continued

                                      FS-7



<PAGE>

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


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
              For The Years Ended December 31, 1996, 1995 and 1994



NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of  December  31,  1996  and  1995,  the  Partnership  has  acquired  limited
partnership interests in twenty-seven limited partnerships which own and operate
apartment  complexes  consisting of 784 apartment units. The respective  general
partners of the limited  partnerships  manage the  day-to-day  operations of the
limited  partnerships.   Significant  limited  partner  business  decisions,  as
defined, require the approval of the Partnership.  The Partnership, as a limited
partner, is generally entitled to 99% of the operating profits and losses of the
limited partnerships.

The   Partnership's   investment  in  limited   partnerships  as  shown  in  the
accompanying  balance  sheets at December  31,  1996 and 1995 are  approximately
$503,000 and $529,000,  respectively,  greater than the Partnership's  equity as
shown  in  the  limited  partnerships'   combined  financial  statements.   This
difference  is due  primarily  to  acquisition  and other  costs  related to the
acquisition  of  the  limited   partnerships   which  were  capitalized  to  the
Partnership's  investment account.  Such costs are being amortized over 30 years
(see Note 4).

The following is a summary of the equity method  activity of the  investments in
limited partnerships for the years ended December 31:

                                                    1996               1995
                                                 ----------         ----------

Investments per balance sheet,              
 beginning of year                              $ 2,606,673        $ 3,289,100
Accrued reduction in capital contributions
 (Note 3)                                            ---               (52,726)
Equity in losses of limited partnerships           (568,488)          (602,163)
Distributions                                       (11,451)            (6,186)
Amortization of capitalized acquisition
 costs and fees                                     (21,352)           (21,352)
                                                 ----------         ----------

Investments per balance sheet, end of year      $ 2,005,382        $ 2,606,673
                                                 ==========         ==========

Continued

                                      FS-8



<PAGE>

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


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
              For The Years Ended December 31, 1996, 1995 and 1994



NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

Approximate  combined  condensed  financial   information  from  the  individual
financial  statements of the limited  partnerships as of December 31 and for the
years then ended is as follows:

                        COMBINED CONDENSED BALANCE SHEETS

                                                     1996               1995
                                                  ----------         ----------
Assets
------

Buildings and improvements, net of
 accumulated depreciation for 1996 and
 1995 of $5,308,000 and $4,440,000,
 respectively                                    $23,499,000        $24,286,000
Land                                               1,354,000          1,354,000
Other assets                                       1,780,000          1,711,000
                                                  ----------         ----------

     Total assets                                $26,633,000        $27,351,000
                                                  ==========         ==========

Liabilities
-----------

Mortgage loans payable                           $23,640,000        $23,702,000
Other liabilities                                    695,000            751,000
                                                  ----------         ----------

     Total liabilities                            24,335,000         24,453,000
                                                  ----------         ----------

Partners' Capital
-----------------

WNC Housing Tax Credit Fund II, L.P.               1,502,000          2,078,000
Other partners                                       796,000            820,000
                                                  ----------         ----------

     Total partners' capital                       2,298,000          2,898,000
                                                  ----------         ----------

     Total liabilities and partners'
      capital                                    $26,633,000        $27,351,000
                                                  ==========         ==========

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                    1996              1995              1994
                                 ----------        ----------        ----------

Total revenues                  $ 3,068,000       $ 3,275,000       $ 3,004,000
                                 ----------        ----------        ----------

Expenses:
  Operating expenses              1,837,000         1,724,000         1,628,000
  Interest expense                  937,000         1,262,000         1,011,000
  Depreciation and amort-
   ization                          868,000           897,000           914,000
                                 ----------        ----------        ----------

Total expenses                    3,642,000         3,883,000         3,553,000
                                 ----------        ----------        ----------

Net loss                        $  (574,000)      $  (608,000)      $  (549,000)
                                 ==========        ==========        ========== 

Net loss allocable to the
 Partnership                    $  (568,000)      $  (602,000)      $  (545,000)
                                 ==========        ==========        ========== 

Continued

                                      FS-9
<PAGE>

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


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
              For The Years Ended December 31, 1996, 1995 and 1994



NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

During 1996, 1995 and 1994,  certain  limited  partnerships  incurred  operating
losses  and  had  working  capital  deficiencies.  In the  event  these  limited
partnerships  incur  significant  operating  losses  in the  future,  additional
capital  contributions  by  the  Partnership  may be  required  to  sustain  the
operations of such limited partnerships. If additional capital contributions are
not made when they are required, the Partnership's investment in certain of such
limited partnerships could be impaired.

NOTE 3 - RECEIVABLES FROM LIMITED PARTNERSHIPS

Receivables from limited partnerships represented amounts due to the Partnership
for payments made in excess of required contributions,  as defined. Such amounts
are  non-interest  bearing and due on demand.  During 1996, it was determined by
management  of the  Partnership  that  such  amounts  would  not  be  collected.
Accordingly,  such amounts were  written-off and are included in other operating
expenses on the accompanying 1996 statement of operations.

NOTE 4 - 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:

          Selection  fees  equal to 9% of the  gross  proceeds  from the sale of
          partnership  units as compensation to the General Partner for services
          rendered to the  Partnership  in connection  with the  acquisition  of
          limited partnerships. As of December 31, 1996 and 1995, selection fees
          of $630,000  have been  incurred  and  included  in the  Partnership's
          investment in limited partnerships.  Accumulated amortization amounted
          to  $118,731   and   $97,731  as  of  December   31,  1996  and  1995,
          respectively.

          Reimbursement of costs incurred by an affiliate of the General Partner
          in connection  with the  acquisition  of limited  partnerships.  These
          reimbursements  have not exceeded  1.7% of the gross  proceeds.  As of
          December 31, 1996 and 1995, the Partnership incurred acquisition costs
          of $10,581 which have been included in limited partnership investment.
          Accumulated  amortization amounted to $2,444 and $2,092 as of December
          31, 1996 an 1995, respectively.

          An annual  management fee equal to 0.5% of the invested  assets of the
          limited partnerships,  including the Partnership's  allocable share of
          the mortgages. Management fees of $144,903, $144,903 and $144,903 were
          incurred for 1996, 1995 and 1994,  respectively,  of which $35,000 and
          $103,269  were paid in 1996 and 1995,  respectively.  No amounts  were
          paid in 1994.

          A subordinated  disposition  fee in an amount equal to 1% of the sales
          price of any property sold. Payment of this fee to the General Partner
          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.
Continued

                                      FS-10




<PAGE>


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


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1996, 1995 and 1994



NOTE 4 - RELATED PARTY TRANSACTIONS, continued

Accrued fees and expenses due to general  partner and affiliates  consist of the
following at December 31:

                                  December 31,
                                  ------------
                                                      1996               1995
                                                   ----------         ----------
Annual management fee                            $    758,211       $    606,953
Reimbursement due on expenses paid
 by affiliate                                             616             43,922
                                                  -----------        -----------

Total related party payables                     $    758,827       $    650,875
                                                  ===========        ===========

NOTE 5 - 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.
























                                      FS-11



<PAGE>

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

None.

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.

WILFRED  N.  COOPER,  SR.,  age 65,  has been the  principal  shareholder  and a
Director of WNC & ASSOCIATES,  INC. since its  organization  in 1971, of SHELTER
RESOURCE  CORPORATION since its organization in 1981 and of WNC RESOURCES,  INC.
from its organization in 1988 through its acquisition by WNC & ASSOCIATES,  INC.
in 1991,  serving  as  President  of  those  companies  until  1992 and as Chief
Executive Officer since 1992, and has been a Director of WNC CAPITAL CORPORATION
since its organization. He is also a general partner with WNC & ASSOCIATES, INC.
in WNC FINANCIAL GROUP,  L.P. and WNC TAX CREDIT PARTNERS,  L.P. During 1970 and
1971  he  was  a  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.  Previously,  he had  responsibility  for new  business
development including factory-built housing evaluation and project management in
urban  planning and  development.  Mr.  Cooper is a Director and a member of the
Executive  Committee of the National  Association of Home Builders  (NAHB) and a
Chairman of the NAHB's Rural Housing Council, a Director of the National Housing
Conference,  a Director of the Affordable  Housing Tax Credit Coalition,  a past
President  of  the  Rural  Builders  Council  of  California  (RBCC)  and a past
President of Southern  California  Chapter II of the Real Estate Syndication and
Securities  Institute (RESSI) of the National Association of Realtors (NAR). Mr.
Cooper graduated from Pomona College in 1956 with a Bachelor of Arts degree.

JOHN B. LESTER, JR., age 62, has been a shareholder, a Director and Secretary of
WNC & ASSOCIATES,  INC. since 1986,  Executive Vice President from 1986 to 1992,
and President and Chief Operating Officer since 1992, and has been a Director of
WNC CAPITAL CORPORATION since its organization. He was a shareholder,  Executive
Vice  President,  Secretary  and a Director  of WNC  RESOURCES,  INC.  from 1988
through its acquisition by WNC & ASSOCIATES,  INC. in 1991. From 1973 to 1986 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 is a former
Director of the Los Angeles  Chapter of the  Associated  General  Contractors of
California.  His  responsibilities  at WNC & ASSOCIATES,  INC.  include property
acquisitions and company operations. Mr. Lester graduated from the University of
Southern  California  in 1956 with a Bachelor  of Science  degree in  Mechanical
Engineering.

DAVID N. SHAFER,  age 44, has been a Senior Vice  President of WNC & ASSOCIATES,
INC. since 1992 and General  Counsel since 1990, and served as Asset  Management
Director from 1990 to 1992.  Previously he was employed as an associate attorney
by the law firms of Morinello,  Barone,  Holden & Nardulli from 1987 until 1990,
Frye,  Brandt & Lyster  from 1986 to 1987 and Simon  and  Sheridan  from 1984 to
1986.  Mr.  Shafer is a Director and President of RBCC, a member of NAHB's Rural
Housing Council, a past President of Southern  California Chapter II of RESSI, a
past Director of the Council of Affordable and Rural Housing and Development 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
and from the  University  of San Diego in 1986  with a Master  of Law  degree in
Taxation.
<PAGE>

WILFRED N. COOPER,  JR.,  age 33, has been  employed by WNC &  ASSOCIATES,  INC.
since 1988 and has been a Senior Vice  President or Vice  President  since 1992.
Mr.  Cooper heads the  Acquisition  Origination  department  at WNC and has been
President of and a registered principal with WNC CAPITAL  CORPORATION,  a member
firm of the NASD,  since its  organization.  Previously,  he was  employed  as a
government  affairs assistant by Honda North America from 1987 to 1988, and as a
legal assistant with respect to Federal  legislative  and regulatory  matters by
the law firm of Schwartz,  Woods and Miller from 1986 to 1987.  Mr.  Cooper is a
member of NAHB's Rural Housing  Council and serves as Chairman of its Membership
Committee.  Mr.  Cooper  graduated  from The American  University in 1985 with a
Bachelor of Arts degree.

THEODORE M. PAUL, age 40, has been Vice President - Finance of WNC & ASSOCIATES,
INC. since 1992 and Chief  Financial  Officer since 1990.  Previously,  he was a
Vice President and Chief Financial Officer of National  Partnership  Investments
Corp.,  a sponsor and general  partner of syndicated  partnerships  investing in
affordable rental housing  qualified for tax credits,  from 1986 until 1990, and
was  employed as an associate  by the  accounting  firms of Laventhol & Horwath,
during 1985,  and Mann & Pollack  Accountants,  from 1979 to 1984. Mr. Paul is a
member  of the  California  Society  of  Certified  Public  Accountants  and the
American Institute of Certified Public Accountants.  His responsibilities at WNC
& ASSOCIATES,  INC. include supervision of investor  partnership  accounting and
tax  reporting  matters and  monitoring  the  financial  condition  of the Local
Limited  Partnerships in which the Partnership  will invest.  Mr. Paul graduated
from the University of Illinois in 1978 with a Bachelor of Science degree and is
a Certified Public Accountant in the State of California.

THOMAS J. RIHA,  age 41, has been Vice  President  - Asset  Management  of WNC &
ASSOCIATES, INC. since 1994. He has more than 17 years' experience in commercial
and multi-family real estate investment and management. Previously, Mr. Riha was
employed by Trust  Realty  Advisor,  a real estate  acquisition  and  management
company,  from 1988 to 1994,  last serving as Vice  President - Operations.  His
responsibilities at WNC & ASSOCIATES, INC. include monitoring the operations and
financial  performance of, and regulatory  compliance by,  properties in the WNC
portfolio. 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 in the State
of  California  and a member  of the  California  Society  of  Certified  Public
Accountants and the American Institute of Certified Public Accountants.

SY GARBAN,  age 50, has 19 years'  experience in the real estate  securities and
syndication industry. He has been associated with WNC & ASSOCIATES,  INC., since
1989,  serving as National Sales  Director  through 1992 and as Vice President -
National Sales since 1992.  Previously,  he was employed by MRW,  Inc.,  Newport
Beach, California from 1980 to 1989, a real estate acquisition,  development and
management  firm.  Mr. Garban is a member of the  International  Association  of
Financial Planners.  Mr. Garban graduated from Michigan State University in 1967
with a Bachelor of Science degree in Business Administration.

CARL FARRINGTON,  age 50, has been associated with WNC & ASSOCIATES,  INC. since
1993,  currently  serving as Director - Originations  since 1994. Mr. Farrington
has more than 12 years'  experience  in finance  and real  estate  acquisitions.
Previously,  he served as Acquisitions Director for The Arcand Company from 1991
to 1993, and as Treasurer and Director of Finance and Administrator for Polytron
Corporation  from 1988 to 1991.  Mr.  Farrington is a member and Director of the
Council  of  Affordable  and  Rural  Housing  and  Development.  Mr.  Farrington
graduated from Yale  University  with a Bachelor of Arts degree in 1966 and from
Dartmouth College with a Master of Business Administration in 1970.
<PAGE>

MICHELE M. TAYLOR,  age 41, has been  employed by WNC & ASSOCIATES,  INC.  since
1986,  serving as a paralegal and office manager,  and currently is the Investor
Services  Director.  Previously she was  self-employed  between 1982 and 1985 in
non-financial  services  activities  and from 1978 to 1981 she was employed as a
paralegal by a law firm which  specialized  in real estate  limited  partnership
transactions.  Ms. Taylor graduated from the University of California, Irvine in
1976 with a Bachelor of Arts degree.

THERESA I. CHAMPANY, age 38, has been employed by WNC & ASSOCIATES,  INC., since
1989 and currently is the Marketing Services Director and a registered principal
with WNC  CAPITAL  CORPORATION.  Previously,  she was  employed  as  Manager  of
Marketing  Services  by August  Financial  Corporation  from 1986 to 1989 and as
office manager and Assistant to the Vice  President of Real Estate  Syndications
by  McCombs  Securities  Co.,  Inc.  from 1979 to 1986.  Ms.  Champany  attended
Manchester (Conn.) Community College from 1976 to 1978.

KAY L.  COOPER,  age 59, has been an officer and  Director of WNC &  ASSOCIATES,
INC. since 1971 and of WNC RESOURCES,  INC. from 1988 through its acquisition by
WNC & ASSOCIATES, INC. in 1991. Mrs. Cooper has also been the sole proprietor of
Agate 108, a manufacturer and retailer of home accessory  products,  since 1975.
She is the wife of Wilfred N. Cooper,  Sr., the mother of Wilfred N. Cooper, Jr.
and the sister of John B. Lester,  Jr. Mrs. 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) An annual asset management fee in an amount equal to 0.5% of invested assets
(the sum of the Partnership's  Investment in Local Limited Partnership Interests
and the Partnership's allocable share of the amount of the mortgage loans on and
other debts  related to, the  Apartment  Compleses  owned by such Local  Limited
Partnerships.). Fees of $144,903 were incurred for 1996.

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


(c) The General  Partner was  allocated  Low Income  Housing  Credits of $10,257
1996.

<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Security  Ownership of Centain  Beneficial  Owners (a) No person is known to own
beneficially in excess of 5% of the outstanding Limited Partnership Interests.

(b)      Security Ownership of Management

Neither the General Partner,  Associates nor any of the officers or directors of
Associates own directly or  beneficially  any limited  partnership  interests in
HTCF II.

(c)      Changes in Control

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

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

Item 13.  Certain Relationships and Related Transactions

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

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

Financial Statements: 

Report of independent public accountants.

Balance sheet as of December 31, 1996 and 1995.

Statements of Operations for the years ended December 31, 1996, 1995, and 1994.

Statement of Partners'  Equity for the years ended December 31, 1996,  1995, and
1994.

Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994.

Notes to Financial Statements.

Financial Statement Schedules:
N/A
Exhibits
(3): Articles of incorporation and by-laws:  The registrant is not incorporated.
The Partnership  Agreement is included as Exhibit B to the Prospectus,  filed as
Exhibit 28.1 to Form 10 K for the year ended December 31, 1994.

(10) Material contracts::

10.1 Amended and Restated  Agreement of Limited  Partnership  of DiVall  Midland
Associates  Limited  Partnership  II filed  as  exhibit  10.3 to  Post-Effective
Amendment No. 1 to the  Registration  Statement on Form S-11 of the  Partnership
dated  July 30,  1990  (File  No.  33-33371)  is hereby  incorporated  herein by
reference as exhibit 10.1.

10.2 First  Amended  and  Restated  Articles  of  Partnership  of  Airport  Road
Associates,  Limited filed as exhibit 10.4 to Post-Effective  Amendment No. 1 to
the Registration  Statement on Form S-11 of the Partnership  dated July 30, 1990
(File No. 33-33371) is hereby incorporated herein by reference as exhibit 10.2.

10.3 Third Amended and Restated  Agreement of Limited  Partnership  of Arizona I
Limited  Partnership filed as exhibit 10.5 to Post-Effective  Amendment No. 1 to
the Registration  Statement on Form S-11 of the Partnership  dated July 30, 1990
(File No. 33-33371) is hereby incorporated herein by reference as exhibit 10.3.

10.4 Amended and Restated  Agreement of Limited  Partnership of Cherokee Square,
L.P. filed as exhibit 10.7 to Post-Effective Amendment No. 2 to the Registration
Statement on Form S-11 of the  Partnership  dated  September  17, 1990 (File No.
33-33371) is hereby incorporated herein by reference as exhibit 10.4.
<PAGE>

10.5 Amended and Restated Agreement of Limited Partnership of Ashland Investment
Group  filed  as  exhibit  10.8  to  Post-Effective   Amendment  No.  3  to  the
Registration  Statement on Form S-11 of the  Partnership  dated October 30, 1990
(File No. 33-33371) is hereby incorporated herein by reference as exhibit 10.5.

10.6 Second  Amended and Restated  Agreement of Limited  Partnership  of Brian's
Village  Apartments filed as exhibit 10.9 to  Post-Effective  Amendment No. 3 to
the  Registration  Statement on Form S-11 of the  Partnership  dated October 30,
1990 (File No. 33-33371) is hereby  incorporated  herein by reference as exhibit
10.6.

10.7 Second  Amended and  Restated  Agreement  of Limited  Partnership  of Emory
Capital,  L.P. filed as exhibit 10.10 to  Post-Effective  Amendment No. 3 to the
Registration  Statement on Form S-11 of the  Partnership  dated October 30, 1990
(File No. 33-33371) is hereby incorporated herein by reference as exhibit 10.7.

10.8 Third Amended and Restated Agreement of Limited Partnership of Emory Manor,
L.P.  filed  as  exhibit  10.11  to  Post-Effective   Amendment  No.  3  to  the
Registration  Statement on Form S-11 of the  Partnership  dated October 30, 1990
(File No. 33-33371) is hereby incorporated herein by reference as exhibit 10.8.

10.9 Second Amended and Restated  Agreement of Limited  Partnership of Jefferson
Capital,  L.P. filed as exhibit 10.12 to  Post-Effective  Amendment No. 3 to the
Registration  Statement on Form S-11 of the  Partnership  dated October 30, 1990
(File No. 33-33371) is hereby incorporated herein by reference as exhibit 10.9.

10.10 Second Amended and Restated Agreement of Limited  Partnership of Jefferson
Manor,  L.P.  filed as exhibit  10.13 to  Post-Effective  Amendment No. 3 to the
Registration  Statement on Form S-11 of the  Partnership  dated October 30, 1990
(File No. 33-33371) is hereby incorporated herein by reference as exhibit 10.10.

10.11 Second  Amended and Restated  Agreement of Limited  Partnership of Rociada
Partners,  Ltd. filed as exhibit 10.14 to Post-Effective  Amendment No. 3 to the
Registration  Statement on Form S-11 of the  Partnership  dated October 30, 1990
(File No. 33-33371) is hereby incorporated herein by reference as exhibit 10.11.

10.12 Second  Amended and Restated  Agreement of Limited  Partnership  of Wilcox
Investment Group filed as exhibit 10.15 to Post-Effective Amendment No. 4 to the
Registration  Statement on Form S-11 of the Partnership  dated December 21, 1990
(File No. 33-33371) is hereby incorporated herein by reference as exhibit 10.12.

10.13  Second  Amended  and  Restated   Agreement  and  Certificate  of  Limited
Partnership  of Casa  Allegre  Limited  Partnership  filed as  exhibit  10.16 to
Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of the
Partnership  dated December 21, 1990 (File No. 33-33371) is hereby  incorporated
herein by reference as exhibit 10.13.
<PAGE>

10.14 Amended and Restated  Agreement of Lakeview Limited  Partnership  filed as
exhibit 10.17 to Post-Effective Amendment No. 5 to the Registration Statement on
Form S-11 of the Partnership  dated March 18, 1991 (File No. 33-33371) is hereby
incorporated herein by reference as exhibit 10.14.

10.15  Amended and Restated  Agreement of Whitewater  Woods Limited  Partnership
filed as exhibit 10.18 to  Post-Effective  Amendment  No. 5 to the  Registration
Statement  on Form  S-11 of the  Partnership  dated  March  18,  1991  (File No.
33-33371) is hereby incorporated herein by reference as exhibit 10.15.

10.16  Amended and Restated  Agreement  of Limited  Partnership  of  Castroville
Village, Ltd. dated November 10, 1991 is included herein for filing.

10.17 Second  Amended and Restated  Agreement of Limited  Partnership  of Idalou
Manor, L.P. dated January 1, 1992 is included herein for filing.

10.18 First Amended and Restated Agreement of Limited Partnership of Littlefield
Manor, L.P. dated January 1, 1992 is included herein for filing.

10.19  Amendment to and  Restatment  of the Articles of  Partnership  of Am-Kent
Associates, Ltd. dated January 2, 1992 is included herein for filing.

10.20 Amended and Restated Agreement of Limited Partnership of Brantley Housing,
Ltd. dated January 1, 1992 is included herein for filing.

10.21 Amended and Restated  Agreement of Limited  Partnership  of Candleridge of
Perry, L.P. dated January 1, 1992 is included herein for filing.

10.22 Amended and Restated  Agreement of Limited  Partnership  of Candleridge of
Runnells, L.P. dated January 1, 1992 is included herein for filing.

10.23  Amended and  Restated  Agreement of Limited  Partnership  of Perry County
Housing, Ltd. dated January 1, 1992 is included herein for filing.

10.24 Amended and Restated Agreement of Limited Partnership of Eclectic Housing,
Ltd. dated February 15, 1992 is included herein for filing.

10.25  Amended  and  Restated  Agreement  of  Limited  Partnership  of Pine Hill
Housing, Ltd. dated February 15, 1992 is included herein for filing.

10.26 Amended and Restated  Agreement of Limited  Partnership of Wadley Housing,
Ltd. dated February 15, 1992 is included herein for filing.

10.27 Amendment to and Entire Restatment of Articles of Partnership of Elizabeth
Square  Associates,  LTD.  filed as exhibit 10.1 to Form 10-K dated December 31,
1994 is hereby incorporated herein by reference as exhibit 10.27.



         Reports on Form 8-K

No reports of Form 8-K were filed during the fourth  quarter ended  December 31,
1996.

<PAGE>


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

WNC HOUSING TAX CREDIT FUND II, L.P.

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


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


By:   /s/  John B. Lester, Jr. 
   _____________________________________________________  
John B. Lester,  Jr. President and Chief Operating  Officer of WNC & Associates,
Inc.

Date: May 8, 1997

By:   /s/  Theodore M. Paul
   _____________________________________________________    
Theodore M. Paul  Vice-President  Finance and Chief  Financial  Officer of WNC &
Associates, Inc.

Date: May 8, 1997




         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
   _____________________________________________________
Wilfred N. Cooper, Sr. Director and Chairman of the Board WNC & Associates, Inc.

Date: May 8, 1997

By:   /s/  John B. Lester, Jr. 
   _____________________________________________________
John B. Lester, Jr. Director and Secretary of the Board WNC & Associates, Inc.

Date: May 8, 1997