WNC Housing Tax Credit Fund II, L.P.

                                   Exceptions
                                   ----------

The financial statements are presented as unaudited in the Form 10-K as of March
31,  2005 and 2004 and for the three years ended March 31, 2005 as the Report of
the Independent  Registered Public Accounting Firm could not be filed within the
prescribed  time period because the issuer was not able to obtain audit opinions
which refer to the auditing standards of the Public Company Accounting Oversight
Board  (United  States)  (PCAOB) of property  partnerships,  in which the issuer
holds  noncontrolling  limited  partner  interests.   The  non-affiliated  local
operating  partnership  general  partners engage the  accountants  auditing each
local operating partnership.

Historically,  the  audits,  and the  reports  thereon,  of the local  operating
partnerships  were  performed in accordance  with  Generally  Accepted  Auditing
Standards (GAAS).

On May 11,  2005 draft  guidance  was issued by the  Public  Company  Accounting
Oversight  Board which was  confirmed  on June 24, 2005 by the AICPA  Center for
Public Company Audit Firms,  that clearly  establishes  the  requirement for the
audit  reports of the  operating  partnerships  of a Public Fund to refer to the
auditing standards of the PCAOB.

The audits of the operating  partnerships  were performed  primarily  during the
months of January,  February and March and refer to Generally  Accepted Auditing
Standards. We have all appropriate originally signed opinions from the operating
partnerships; however, they do not refer to the auditing standards of the Public
Company Accounting Oversight Board.

Our independent  registered public accounting firm has performed an audit of the
registrant  but cannot issue an opinion in accordance  with the standards of the
Public Company  Accounting  Oversight Board (United States).  Therefore,  we are
filing our 10-K as "UNAUDITED" as it is without an audit opinion.



<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

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

                    For the fiscal year ended March 31, 2005

                                       OR

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

           For the transition period from ____________ to ____________

                         Commission file number: 0-20057


                      WNC HOUSING TAX CREDIT FUND II, L.P.
             (Exact name of registrant as specified in its charter)

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


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

                                 (714) 662-5565
                               (Telephone number)

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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)

Indicate by check mark 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
   -------     -------
<PAGE>



Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer.
Yes           No   X
    -------     ------

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


                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE

                                       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 or
membership   interests  in  other  limited  partnerships  or  limited  liability
companies  ("Local  Limited   Partnerships")   which  own  multi-family  housing
complexes  that are  eligible  for Federal  low-income  housing  and, in certain
cases, California low-income housing tax credits ("Low Income Housing Credits").

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

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission,  on April 27, 1990, the  Partnership  commenced a public offering of
12,000 units of Limited Partnership  Interest ("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."

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.

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  owns and  operates  a  multi-family
housing  complex  (the  "Housing  Complexes")  which  qualify for the Low Income
Housing Credits.  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 California Low Income Housing Credit
to be used against  California  taxes  otherwise due in each year of a four-year
period. Each 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,  dated January 19, 1990 (the "Partnership Agreement"), will be able
to be accomplished promptly at the end of the 15-year period. If a Local Limited
Partnership is unable to sell its Housing  Complex,  it is anticipated  that the
local general partner ("Local General  Partner") will either continue to operate
such Housing  Complex or take such other  actions as the Local  General  Partner
believes  to  be  in  the  best  interest  of  the  Local  Limited  Partnership.
Notwithstanding the preceding,  circumstances  beyond the control of the General
Partner or the Local General  Partners may occur during the  Compliance  Period,
which would  require the  Partnership  to approve the  disposition  of a Housing
Complex prior to the end thereof,  possibly resulting in recapture of Low Income
Housing Credits.


                                       3
<PAGE>



As of March 31, 2005, the Partnership had invested in twenty-seven Local Limited
Partnerships.  Each of these Local Limited  Partnerships  owns a Housing Complex
that was  eligible  for the Federal Low Income  Housing  Credit.  Certain  Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

Certain Risks and Uncertainties

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

The Low Income  Housing  Credit rules are extremely  complicated.  Noncompliance
with these rules  results in the loss of future Low Income  Housing  Credits and
the  fractional  recapture  of Low Income  Housing  Credits  already  taken.  An
individual  Limited  Partner's  ability to use tax credits is  limited.  In most
cases,  the  annual  amount of Low Income  Housing  Credits  that an  individual
Limited Partner can use is limited to the tax liability due on the person's last
$25,000 of taxable  income.  Low Income Housing Credits may be the only material
benefit from the  Partnership  because  Limited  Partners may not get back their
capital.  Any  transactions  between  the  Partnership  and  Associates  and its
affiliates will entail conflicts of interest.

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

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

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

There are limits on the transferability of units, including a prohibition on the
transfer of more than 50% of the Units in a 12-month  period.  No trading market
for the Units exists or is expected to develop.  Limited  Partners may be unable
to sell their Units except at a discount and should consider their Units to be a
long-term investment.  Individual Limited Partners will have no recourse if they
disagree with actions authorized by a vote of the majority of Limited Partners.

                                       4
<PAGE>



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

Exit Strategy

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15  years  following   construction  or  rehabilitation   completion.
Associates was one of the first in the industry to offer syndicated  investments
in Low Income  Housing  Credits.  The  initial  programs  are  completing  their
compliance periods.

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

Upon identifying  those  properties with the highest  potential for a successful
sale,  refinancing  or  syndication,  the  Partnership  expects to proceed  with
efforts to liquidate those properties.  The objective is to maximize the Limited
Partners' return wherever possible and, ultimately, to wind down the Partnership
when it no longer  provides tax  benefits to Limited  Partners.  However,  Local
Limited  Partnership  interests may be disposed at any time by Associates in its
discretion.  To date no  properties  in the  Partnership  have been selected for
disposition.

Item 2.  Properties

Through its investments in Local Limited  Partnerships,  the  Partnership  holds
indirect  ownership  interests in the Housing  Complexes.  The  following  table
reflects the status of the  twenty-seven  Housing  Complexes as of the dates and
for the periods indicated:
                                       5
<PAGE>


<TABLE>
<CAPTION>


                                                  ------------------------------   -------------------------------------------------
                                                       As of March 31, 2005                         As of December 31, 2004
                                                  ------------------------------   -------------------------------------------------
                                                     Partnership's
                                                     Total             Amount of                      Estimated          Mortgage
                                   General           Investment        Investment   Number             Aggregate Low     Balances of
Local Limited                      Partner           in Local Limited  Paid to       of                Income Housing  Local Limited
Partnership Name     Location      Name              Partnership       Date         Units   Occupancy  Credits (1)       Partnership
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>        <C>                 <C>           <C>               <C>         <C>    <C>            <C>

                                   Clifford E. Olsen,
Airport Road         Slidell,      Olsen Securities
Associates, Limited  Louisiana     Corporation         $  334,000    $   334,000       40        98%    $  695,000     $  1,429,000

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

                                   Western States
                                   Housing Corporation
Arizona I Limited    Showlow,      and Joe W. Roberts
Partnership          Arizona       Company                320,000        320,000       42        81%       617,000        1,463,000

Ashland Investment
Group, an Oregon     Ashland,
Limited Partnership  Oregon        Ronald D. Bettencourt  300,000        300,000       40        98%       666,000        1,360,000

                                   Thomas H. Cooksey and
Brantley Housing,    Brantley,     Apartment Developers,
Ltd.                 Alabama       Inc.                   108,000        108,000       19        89%       287,000          564,000

Brian's Village
Apartments, an                     Robert W. Green and
Oklahoma Limited     Mannford,     Emerald Development
Partnership.         Oklahoma      Co., Inc.              176,000        176,000       28        96%       374,000          744,000

Candleridge
Apartments of        Perry,
Perry, L.P.          Iowa          Eric A Sheldahl         93,000         93,000       23        87%       224,000          578,000

Candleridge
Apartments of        Runnells,
Runnells, L.P.       Iowa          Eric A. Sheldahl        58,000         58,000       15       100%       141,000          358,000
</TABLE>


                                       6
<PAGE>



<TABLE>
<CAPTION>

                                                  ------------------------------   -------------------------------------------------
                                                       As of March 31, 2005                         As of December 31, 2004
                                                  ------------------------------   -------------------------------------------------
                                                     Partnership's
                                                     Total             Amount of                       Estimated          Mortgage
                                   General           Investment        Investment   Number             Aggregate Low     Balances of
Local Limited                      Partner           in Local Limited  Paid to       of                Income Housing  Local Limited
Partnership Name     Location      Name              Partnership       Date         Units   Occupancy  Credits (1)       Partnership
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>           <C>                     <C>        <C>              <C>        <C>           <C>        <C>

                                   Western
                                   States Housing
                                   Corporation, ABO
Casa Allegre         Las Vegas,    Corporation and
Limited Partnership  New Mexico    Alan D. Nofsker        318,000     318,000         42      100%          635,000    1,333,000

                                   Doublekaye Corp
Castroville          Castroville,  and Gary L
Village, Ltd.        Texas         Kersch                 165,000     165,000         40       98%          426,000      917,000

                                   Douglas B.
Cherokee Square,     Rogersville,  Parker and
L.P.                 Tennessee     Billy D.Cobb           202,000     202,000         31      100%          418,000      959,000

Divall Midland       Port
Associates Limited   Washington,
Partnership II       Wisconsin     Gary J. DiVall         234,000     234,000         32      100%          489,000    1,136,000

                                   Thomas H. Cooksey
Eclectic Housing,    Eclectic,     and Apartment
Ltd.                 Alabama       Developers,Inc.         74,000      74,000         15      100%          216,000      395,000

Elizabeth Square     Raceland,     Olsen Securities
Associates, Ltd.     Louisiana     Corp                   356,000     356,000         48      100%          748,000    1,437,000

Emory Capital, L.P.  Emory, Texas  1600 Capital
                                   Company, Inc.           85,000      85,000         16      100%          175,000      363,000

Emory Manor, L.P.    Emory, Texas  1600 Capital
                                   Company, Inc.          128,000     128,000         24       96%          206,000      543,000

Idalou Manor, L.P.   Idalou,       1600 Capital
                     Texas         Company, Inc.          122,000     122,000         24      100%          290,000      609,000

Jefferson Capital,   Jefferson,    1600 Capital
L.P.                 Texas         Company, Inc.          167,000     167,000         30       97%          269,000      703,000
</TABLE>


                                       7
<PAGE>



<TABLE>
<CAPTION>

                                                  ------------------------------   -------------------------------------------------
                                                       As of March 31, 2005                         As of December 31, 2004
                                                  ------------------------------   -------------------------------------------------
                                                     Partnership's
                                                     Total             Amount of                       Estimated          Mortgage
                                   General           Investment        Investment   Number             Aggregate Low     Balances of
Local Limited                      Partner           in Local Limited  Paid to       of                Income Housing  Local Limited
Partnership Name     Location      Name              Partnership       Date         Units   Occupancy  Credits (1)      Partnership
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>           <C>             <C>            <C>              <C>        <C>       <C>              <C>

Jefferson Manor,     Jefferson,    1600 Capital
L.P                  Texas         Company, Inc.      179,000         179,000        32        97%          362,000          751,000

                                   Thomas G. Larson,
Lakeview Limited                   William H. Larson,
Partnership          Beaver Dam    and Raymond L.
                     Wisconsin     Tetzlaff           264,000         264,000        40        93%          528,000        1,219,000

Littlefield Manor,   Littlefield,  1600 Capital
L.P.                 Texas         Company,Inc.       118,000         118,000        24        92%          280,000          584,000

                                   Thomas H. Cooksey
Perry County         Uniontown,    and Apartment
Housing, Ltd         Alabama       Developers, Inc.    82,000          82,000        15        87%          215,000          431,000

                                   Thomas H. Cooksey
Pine Hill            Pine Hill,    and Apartment
Housing, Ltd         Alabama       Developers, Inc.   105,000         105,000        19        84%          267,000          546,000

Rociada              Hereford,     Richard Lee
Partners Ltd         Texas         (Rick) Brown       154,000         154,000        28       100%          316,000          717,000

                                   Thomas H. Cooksey
Wadley Housing,      Wadley,       and Apartment
Ltd                  Alabama       Developers,Inc.     76,000          76,000        15        80%          213,000          432,000

                                   Thomas G. Larson,
Whitewater Woods                   William H. Larson,
Limited              Whitewater,   and Raymond L.
Partnership          Wisconsin     Tetzlaff           301,000         301,000        40        88%          603,000        1,302,000

Willcox Investment
Group, an Arizona    Willcox,
Limited Partnership  Arizona       John P. Casper     245,000         245,000        30        97%          490,000        1,041,000
                                                  ------------    ------------     ------     -----    --------------    -----------
                                                  $ 4,996,000     $ 4,996,000       784        94%      $10,735,000      $23,013,000
                                                  ===========     ============     ======     =====    ==============    ===========
</TABLE>

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

                                       8
<PAGE>



<TABLE>
<CAPTION>


                                  --------------------------------------------------------------------------
                                                    For the year ended December 31, 2004
                                  --------------------------------------------------------------------------

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

Airport Road Associates, Limited           $ 198,000            $ (84,000)                            99%

Am-Kent Associates, Ltd.                     172,000              (48,000)                            99%

Arizona I Limited Partnership                164,000              (55,000)                            99%

Ashland Investment Group, an
Oregon Limited Partnership                   184,000              (43,000)                            99%

Brantley Housing, Ltd.                        75,000              (14,000)                            99%

Brian's Village Apartments, an
Oklahoma Limited Partnership.                107,000              (34,000)                            99%

Candleridge Apartments of
Perry, L.P.                                  128,000              (13,000)                            99%

Candleridge Apartments of
Runnells, L.P.                                96,000              (11,000)                            99%

Casa Allegre Limited Partnership             196,000               (9,000)                            99%

Castroville Village, Ltd.                    179,000              (11,000)                            99%

Cherokee Square, L.P.                         97,000              (31,000)                            99%

Divall Midland Associates
Limited Partnership II                       145,000              (51,000)                            99%

Eclectic Housing, Ltd.                        60,000                6,000                             99%

Elizabeth Square Associates,
Ltd.                                         184,000              (62,000)                            99%

Emory Capital, L.P.                           59,000               (6,000)                            99%

Emory Manor, L.P.                             87,000              (15,000)                            99%

Idalou Manor, L.P.                            97,000               (2,000)                            99%

Jefferson Capital, L.P.                      106,000               (2,000)                            99%

Jefferson Manor, L.P.                        105,000                1,000                             99%

Lakeview Limited Partnership                 165,000              (10,000)                            99%

Littlefield Manor, L.P.                       91,000               (2,000)                            99%
</TABLE>

                                       9

<PAGE>


<TABLE>
<CAPTION>

                                  --------------------------------------------------------------------------
                                                    For the year ended December 31, 2004
                                  --------------------------------------------------------------------------
                                                                                Low Income Housing Credits
        Partnership Name             Rental Income      Net Income/(Loss)         Allocated to Partnership
-----------------------------     --------------------------------------------------------------------------
<S>                                     <C>                  <C>                                     <C>

Perry County Housing, Ltd.                    60,000               (8,000)                            99%

Pine Hill Housing, Ltd.                       73,000              (29,000)                            99%

Rociada Partners Ltd.                        158,000              (20,000)                            99%

Wadley Housing, Ltd.                          55,000               (9,000)                            99%

Whitewater Woods Limited
Partnership                                  187,000              (43,000)                            99%

Willcox Investment Group, an
Arizona Limited Partnership                  154,000              (11,000)                            99%
                                         ------------         ------------
                                         $ 3,382,000           $ (616,000)
                                         ===========          ============
</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,  Related Stockholder Matters and
Issuer Purchases of Equity Securities

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  or  otherwise  transferred  only if certain  requirements  in the
     Partnership Agreement are satisfied.

(b)  At March 31,  2005,  there were 542 Limited  Partners  and 10  assignees of
     Units who were not admitted as Limited Partners.

(c)  The Partnership was not designed to provide cash  distributions  to Limited
     Partners in  circumstances  other than  refinancing  or  disposition of its
     investments in Local Limited Partnerships.  Any such distributions would be
     made in accordance with the terms of the Partnership Agreement.

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

(e)  Except as may have  otherwise been  previously  reported,  No  unregistered
     securities were sold by the Partnership  during the three years ended March
     31, 2005, 2004 and 2003.

Item 5b. Use of Proceeds

NOT APPLICABLE

Item 5c.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

NONE

                                       11
<PAGE>



Item 6.  Selected Financial Data

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

                         ------------ ---------------------------------------------------

                            2005         2004         2003         2002         2001
                         -----------  -----------  -----------  -----------  ------------
                         (Unaudited)
<S>                   <C>           <C>          <C>          <C>          <C>

ASSETS
Cash and cash
equivalents            $     83,245  $   101,711  $   113,943  $   127,554  $    136,626
Investments in
   limited
   partnerships, net              -            -      308,868      418,246       622,522
                         -----------  -----------  -----------  -----------  ------------

                       $     83,245  $   101,711  $   422,811  $   545,800  $    759,148
                         ===========  ===========  ===========  ===========  ============

LIABILITIES
Accrued fees and
   expenses due to
   general partner
   and affiliates      $  1,900,629  $ 1,758,534  $ 1,613,741  $ 1,473,564  $  1,335,561

PARTNERS' DEFICIT        (1,817,384)  (1,656,823)  (1,190,930)    (927,764)     (576,413)
                         -----------  -----------  -----------  -----------  ------------

                       $     83,245  $   101,711  $   422,811  $   545,800  $    759,148
                         ===========  ===========  ===========  ===========  ============
</TABLE>

                                       12
<PAGE>



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


                                                For the Years Ended
                                                     March 31
                           --------------------------------------------------------------

                             2005         2004         2003         2002         2001
                           ----------  -----------  -----------   ----------   ----------
                          (Unaudited)
<S>                      <C>         <C>           <C>         <C>           <C>

Loss from operations
(Note 1)                  $ (160,561) $  (426,672)  $ (167,722) $  (163,302)  $ (180,074)
Equity in loss from
   limited partnerships            -      (39,221)     (95,444)    (188,049)    (402,233)
                           ----------  -----------  -----------   ----------  -----------

Net loss                  $ (160,561) $  (465,893)  $ (263,166) $  (351,351)  $ (582,307)
                           ==========  ===========  ===========   ==========   ==========

Net loss allocated to:

   General Partner        $   (1,605) $    (4,659)  $   (2,632)  $   (3,514)  $   (5,823)
                           ==========  ===========  ===========   =========    ==========
   Limited Partners
                          $ (158,956) $  (461,234)  $ (260,534)  $ (347,837)  $ (576,484)
                           ==========  ===========  ===========   ==========   ==========

Net loss per limited
   partner unit           $   (22.71) $    (65.89)  $   (37.22)  $   (49.69)  $   (82.35)
                           ==========  ===========  ===========   ==========   ==========

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


Note 1 - Loss from  operations  for the year  ended  March 31,  2004  includes a
charge for impairment losses on investments in limited partnerships of $256,646.
(See Note 2 to the audited financial statements.)
<TABLE>
<CAPTION>


                                                For the Years Ended
                                                     March 31
                           --------------------------------------------------------------

                             2005         2004         2003         2002         2001
                           ----------  -----------  -----------   ----------   ----------
                          (Unaudited)
<S>                    <C>           <C>           <C>          <C>          <C>

Net cash provided by
   (used in):
   Operating
   activities              $ (18,466)  $   (13,650)  $  (15,961)  $  (16,958)  $  (17,774)
   Investing
   activities                      -         1,418        2,350        7,886        3,573
                          -----------  -----------   -----------   ----------   ----------

Net change in cash
  and cash equivalents       (18,466)      (12,232)     (13,611)      (9,072)     (14,201)

Cash and cash
  equivalents,
  beginning of period        101,711       113,943      127,554      136,626      150,827
                          -----------  -----------  -----------    ----------   ----------

Cash and cash
  equivalents, end of
  period                $     83,245   $   101,711   $  113,943   $  127,554   $  136,626
                          ===========   ===========  ===========   ==========   ==========
</TABLE>

                                       13
<PAGE>



Low Income Housing Credits per Unit were as follows for the years ended December
31:
<TABLE>
<CAPTION>

                             2004         2003          2002             2001              2000
                          -----------  -----------   ------------   ---------------    -------------
<S>                    <C>           <C>           <C>            <C>               <C>

Federal                 $          6  $        10   $         21   $            54   $          120
State                              -            -             -                  -                -
                          -----------  -----------   ------------   ---------------    -------------

Total                   $          6  $        10   $         21   $            54   $          120
                          ===========  ===========   ============   ===============    =============
</TABLE>



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

Forward Looking Statements

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


                                       14
<PAGE>



Risks and uncertainties  inherent in forward looking statements include, but are
not  limited  to,  our  future  cash  flows and  ability  to  obtain  sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical  results are not necessarily  indicative of the operating results for
any future period.

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

Critical Accounting Policies and Certain Risks and Uncertainties

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

Use of Estimates

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

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

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

                                       15

<PAGE>



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

Income Taxes

No provision for income taxes has been  recorded in the financial  statements as
any  liability  and or benefits  for income  taxes flows to the  partners of the
Partnership and is their obligation and or benefit.  For income tax purposes the
Partnership reports on a calendar year basis.

Certain Risks and Uncertainties

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

The Low Income  Housing  Credit rules are extremely  complicated.  Noncompliance
with these rules results in the loss of future Low Income  Housing  Credit s and
the fractional  recapture of Low Income Housing  Credits  already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the tax  liability  due on the  person's  last  $25,000 of taxable
income.  The  Local  Limited  Partnerships  may be  unable  to sell the  Housing
Complexes  at a price  which  would  result in the  Partnership  realizing  cash
distributions or proceeds from the  transaction..  Accordingly,  the Partnership
may be unable to distribute any cash to its Limited Partners. Low Income Housing
Credits may be the only benefit from an investment in the Partnership.

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

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

                                       16
<PAGE>



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

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

To date, certain Local Limited Partnerships have incurred significant  operating
losses and have working capital  deficiencies.  In the event these Local Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  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
lost, and the loss and recapture of the related tax credits could occur.

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

Financial Condition

The  Partnership's  assets at March 31, 2005  consisted  primarily of $83,000 in
cash. Liabilities at March 31, 2005 primarily consisted of $1,901,000 of accrued
annual management fees due to the General Partner.

Results of Operations

Year  Ended  March  31,  2005  Compared  to  Year  Ended  March  31,  2004.  The
Partnership's  net  loss for the  year  ended  March  31,  2005 was  $(161,000),
reflecting  a decrease of $305,000  from the net loss  experienced  for the year
ended March 31, 2004.  The decrease in net loss is primarily due to the decrease
in loss from  operations  of $266,000 for the year ended March 31, 2005 compared
to the year ended  March 31,  2004.  The  decrease in loss from  operations  was
primarily caused by a $257,000  decrease in impairment loss. The impairment loss
is due to the fact that the net  investment  balance  exceeded the remaining tax
credits along with any residual value in two limited  partnerships  for the year
ended March 31, 2004. Along with a decrease of $11,000 in amortization offset by
a  $(2,000)  increase  in other  operating  expenses.  In  addition  there was a
decrease in the equity in losses from limited  partnerships  which  decreased by
$39,000  to $0 for the year ended  March 31,  2005 from  $(39,000)  for the year
ended  March  31,  2004.  This  decrease  was a result  of the  Partnership  not
recognizing losses of the Local Limited Partnerships. The investments in all the
Local  Limited  Partnerships  had  reached  $0 at  March  31,  2004.  Since  the
Partnership's  liability with respect to its  investments is limited,  losses in
excess of investment are not recognized.

Year  Ended  March  31,  2004  Compared  to  Year  Ended  March  31,  2003.  The
Partnership's  net  loss for the  year  ended  March  31,  2004 was  $(466,000),
reflecting an increase of $(203,000) from the net loss  experienced for the year
ended March 31, 2003.  The increase in net loss is primarily due to the increase
in loss from operations of $(259,000) for the year ended March 31, 2004 compared
to the year ended  March 31,  2003.  The  increase in loss from  operations  was
primarily  caused by a $(257,000)  increase in impairment  loss.  The impairment
loss is due to the fact that the net investment  balance  exceeded the remaining
tax credits  along with any  residual  value in two limited  partnerships.  That
increase  was  offset  by a  decrease  in the  equity  in  losses  from  limited
partnerships  which  decreased by $56,000 to $(39,000)  for the year ended March
31, 2004 from  $(95,000) for the year ended March 31, 2003.  This decrease was a
result of the Partnership  not  recognizing  certain losses of the Local Limited
Partnerships.  The investments in such Local Limited Partnerships had reached $0
at March 31, 2004.

                                       17
<PAGE>



Since the  Partnership's  liability with respect to its  investments is limited,
losses in excess of investment are not recognized.

Liquidity and Capital Resources

Year Ended March 31, 2005  Compared to Year Ended March 31, 2004.  Net cash used
during the year ended  March 31, 2005 was  $(18,000),  compared to net cash used
for the year ended March 31, 2004 of  $(12,000).  The  increase in cash used was
due  primarily to an increase in cash used in operating  activities  of $(5,000)
along with a $(1,000) decrease of cash provided by investing activities.

Year Ended March 31, 2004  Compared to Year Ended March 31, 2003.  Net cash used
during the year ended  March 31, 2004 was  $(12,000),  compared to net cash used
for the year ended March 31, 2003 of  $(14,000).  The  decrease in cash used was
due primarily to a decrease in cash used in operating activities.

During the years ended March 31, 2005, 2004 and 2003,  accrued  payables,  which
consist  primarily of related party  management fees due to the General Partner,
increased by $ 142,000, $145,000 and $140,000, respectively. The General Partner
does not  anticipate  that  these  accrued  fees will be paid until such time as
capital   reserves  are  in  excess  of  future   foreseeable   working  capital
requirements of the Partnership.

The Partnership  expects its future cash flows,  together with its net available
assets at March 31, 2005, to be  sufficient  to meet all  currently  foreseeable
future cash  requirements.  This  excludes  amounts  owed to  Associates  by the
Partnership disclosed below.

Future Contractual Cash Obligations

The following table  summarizes our future  contractual  cash  obligations as of
March 31, 2005:
<TABLE>
<CAPTION>

                                       2006        2007        2008       2009       2010      Thereafter    Total
                                    -----------  ---------   ---------  ---------  ---------   ----------  -----------
<S>                              <C>          <C>         <C>        <C>         <C>         <C>         <C>

Asset Management Fees (1)         $  2,040,309 $  144,902  $  144,902 $  144,902  $ 144,902  $ 5,071,570  $ 7,691,487
Capital Contributions Payable to
   Lower Tier Partnerships                   -          -           -          -          -            -            -
                                    -----------  ---------   ---------  ---------  ---------   ----------  -----------
Total contractual cash
obligations                       $  2,040,309 $  144,902  $  144,902 $  144,902  $ 144,902  $ 5,071,570  $ 7,691,487
                                    ===========  =========   =========  =========  =========   ==========  ===========
</TABLE>


(1)  Asset  Management  Fees  are  payable  annually  until  termination  of the
     Partnership, which is to occur no later than 2045. The estimate of the fees
     payable included herein assumes the retention of the Partnership's interest
     in all Housing Complexes until 2045.  Amounts due to the General Partner as
     of March 31,  2005 have  been  included  in the 2006  column.  The  General
     Partner does not anticipate that these fees will be paid until such time as
     capital reserves are in excess of the aggregate of the existing contractual
     obligations  and the  anticipated  future  foreseeable  obligations  of the
     Partnership.

For  additional   information   regarding  asset  management  fees  and  capital
contributions  payable to Local Limited  Partnerships,  see Notes 2 and 3 to the
financial statements included elsewhere herein.

Off-Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements.

Exit Strategy

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  WNC was one of the first in the industry to offer investments using
the tax credit.  Now these very first programs are completing  their  compliance
period.

                                       18
<PAGE>



With that in mind, we are continuing our review of the  Partnership's  holdings,
with  special  emphasis  on the more  mature  properties  such as any that  have
satisfied the IRS compliance requirements. Our review will consider many factors
including  extended  use  requirements  on the  property  (such as those  due to
mortgage  restrictions  or state  compliance  agreements),  the condition of the
property,  and the tax consequences to the Limited Partners from the sale of the
property.

Upon identifying  those  properties with the highest  potential for a successful
sale, refinancing or syndication, we expect to proceed with efforts to liquidate
those  properties.  Our  objective is to maximize the Limited  Partners'  return
wherever  possible  and,  ultimately,  to wind down  those  funds that no longer
provide  tax  benefits  to  Limited  Partners.  To  date  no  properties  in the
Partnership have been selected.

Impact of New Accounting Pronouncements

As of March 31,  2004,  the  Partnership  adopted FASB  Interpretation  No. 46 -
Revised,  Consolidation  of  Variable  Interest  Entities  ("FIN46R").  FIN  46R
provides  guidance as to when a company should include the assets,  liabilities,
and  activities  of  a  variable   interest  entity  ("VIE")  in  its  financial
statements,   and  when  a  company  should  disclose   information   about  its
relationship  with a VIE. A VIE is a legal structure used to conduct  activities
or hold assets, and a VIE must be consolidated by a company if it is the primary
beneficiary  because a primary  beneficiary absorbs the majority of the entity's
expected losses, the majority of the expected residual returns, or both.

Under FIN 46R, the Local Limited  Partnerships in which the Partnership  invests
are VIEs. However,  management does not consolidate the Partnership's  interests
in these VIE's under FIN46R,  as the  Partnership  is not considered the primary
beneficiary.  Rather,  the  Partnership  currently  records  the  amount  of the
investment in the Local Limited  Partnerships  as an asset in the balance sheet,
and  recognizes  its share of Local  Limited  Partnership  income or loss in the
statement of operations.

The Partnership's balance in its investment in Local Limited Partnerships,  plus
the risk of recapture of tax credits previously recognized on these investments,
represents its maximum exposure to loss. The  Partnership's  exposure to loss is
mitigated  by  the  condition  and  financial   performance  of  the  underlying
properties,  as well as the  strength of the Local  General  Partners  and their
guarantee against credit recapture.

In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154
(SFAS 154),  "Accounting  Changes and Error Corrections" which provides guidance
on the  accounting  for and  reporting of accounting  changes and  correction of
errors.  This  statement  changes the  requirements  for the  accounting for and
reporting  of a change in  accounting  principle  and  applies to all  voluntary
changes in  accounting  principle.  It also  applies to changes  required  by an
accounting pronouncement in the unusual instance that the pronouncement does not
include  specific  transition  provisions.   This  statement  is  effective  for
accounting  changes and  corrections  of errors made in fiscal  years  beginning
after December 15, 2005. The  Partnership  does not anticipate a material effect
upon the adoption of this statement.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data

                                       19
<PAGE>



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

                                 BALANCE SHEETS

        Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.



<TABLE>
<CAPTION>

                                                                           March 31
                                                                 ------------------------------
                                                                     2005             2004
                                                                 --------------   -------------
<S>                                                           <C>              <C>

ASSETS

Cash and cash equivalents                                      $        83,245  $      101,711
Investments in limited partnerships, net (Notes 2 and 3)                     -               -
                                                                 --------------   -------------

                                                               $        83,245  $      101,711
                                                                 ==============   =============

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Accrued fees and expenses due to General Partner and
     affiliates (Note 3)                                       $     1,900,629  $    1,758,534
                                                                 --------------   -------------

Commitments and contingencies

Partners' deficit:
    General partner                                                    (77,716)        (76,111)
    Limited partners (12,000 units authorized; 7,000 units
     issued and outstanding)                                        (1,739,668)     (1,580,712)
                                                                 --------------   -------------

      Total partners' deficit                                       (1,817,384)     (1,656,823)
                                                                 --------------   -------------

                                                               $        83,245  $      101,711
                                                                 ==============   =============
</TABLE>


                 See accompanying notes to financial statements
                                       20
<PAGE>



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

                            STATEMENTS OF OPERATIONS

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

<TABLE>
<CAPTION>
                                                         For the Years Ended
                                                              March 31
                                           ------------------------------------------------
                                               2005              2004             2003
                                           --------------    -------------    -------------
<S>                                     <C>               <C>              <C>

Interest income                          $           283   $          534   $        1,393
Distribution income                               15,528           15,589           11,110
                                            -------------    -------------    -------------

    Total income                                  15,811           16,123           12,503
                                           --------------    -------------    -------------

Operating expenses:
   Amortization (Notes 2 and 3)                        -           11,583           11,584
   Asset management fees (Note 3)                144,902          144,902          144,902
   Impairment loss (Note 2)                           -          256,646                -
   Other                                          31,470           29,664           23,739
                                           --------------    -------------    -------------

    Total operating expenses                     176,372          442,795          180,225
                                           --------------    -------------    -------------

Loss from operations                            (160,561)        (426,672)        (167,722)

Equity in losses of limited
  partnerships (Note 2)                                -          (39,221)         (95,444)
                                           --------------    -------------    -------------

Net loss                                 $      (160,561)  $     (465,893) $      (263,166)
                                           ==============    =============    =============

Net loss allocated to:
   General partner                       $        (1,605)  $       (4,659) $        (2,632)
                                           ==============    =============    =============

   Limited partners                      $      (158,956)  $     (461,234) $      (260,534)
                                           ==============    =============    =============

Net loss per limited partnership unit    $        (22.71)  $       (65.89) $        (37.22)
                                           ==============    =============    =============

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


                                       21
<PAGE>



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

                         STATEMENTS OF PARTNERS' DEFICIT

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

<TABLE>
<CAPTION>
                                                               General             Limited             Total
                                                               Partner             Partners
                                                            ---------------     ---------------    ---------------
<S>                                                       <C>               <C>                <C>

Partners' deficit at March 31, 2002                       $        (68,820)  $       (858,944)   $      (927,764)

Net loss                                                            (2,632)          (260,534)          (263,166)
                                                            ---------------     ---------------    ---------------

Partners' deficit at March 31, 2003                                (71,452)        (1,119,478)        (1,190,930)

Net loss                                                            (4,659)          (461,234)          (465,893)
                                                            ---------------     ---------------    ---------------

Partners' deficit at March 31, 2004                                (76,111)        (1,580,712)        (1,656,823)

Net loss                                                            (1,605)          (158,956)          (160,561)
                                                            ---------------     ---------------    ---------------

Partners' deficit at March 31, 2005                       $        (77,716)  $     (1,739,668)   $    (1,817,384)
                                                            ===============     ===============    ===============
</TABLE>

                                       22
<PAGE>



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

                             STATEMENT OF CASH FLOW


                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

<TABLE>
<CAPTION>
                                                        For the Years Ended March 31
                                               ------------------------------------------------
                                                   2005             2004              2003
                                               -------------    --------------    -------------
<S>                                         <C>               <C>              <C>

Cash flows from operating activities:
   Net loss                                  $     (160,561)   $     (465,893)  $     (263,166)
   Adjustments to reconcile net loss to
     net cash used in operating
     activities:
     Amortization                                         -            11,583           11,584
     Equity in losses of limited
       partnerships                                       -            39,221           95,444
     Impairment loss                                      -           256,646                -
     Increase in accrued fees and
       expenses due to general partner
       and affiliates                               142,095           144,793          140,177
                                               -------------    --------------    -------------

Net cash used in operating activities               (18,466)          (13,650)         (15,961)
                                               -------------    --------------    -------------

Cash flows from investing activities:
   Distributions from limited
     partnerships                                         -             1,418            2,350
                                               -------------    --------------    -------------

Net decrease in cash and
  cash equivalents                                  (18,466)          (12,232)         (13,611)

Cash and cash equivalents, beginning of
   period                                           101,711           113,943          127,554
                                               -------------    --------------    -------------

Cash and cash equivalents, end of period     $       83,245    $      101,711   $      113,943
                                               =============    ==============    =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

     Taxes paid                              $          800    $          800   $          800
                                               =============    ==============    =============
</TABLE>

                                       23
<PAGE>



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

                         NOTES TO FINANACIAL STATEMENTS

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

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

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

WNC Housing Tax Credit Fund II,  L.P.,  a California  Limited  Partnership  (the
"Partnership"),  was formed on January  19,  1990 under the laws of the State of
California.  The  Partnership  was formed to invest  primarily in other  limited
partnerships   (the  "Local  Limited   Partnerships")   which  own  and  operate
multifamily  housing  complexes (the "Housing  Complexes") 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. ("Associates") and
Wilfred N. Cooper Sr. are the general partners of WNC Financial Group,  L.P. The
chairman and president of Associates own  substantially  all of the  outstanding
stock of  Associates.  The business of the  Partnership  is conducted  primarily
through Associates, as the Partnership has no employees of its own.

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

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

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

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

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

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

The Low Income  Housing  Credit rules are extremely  complicated.  Noncompliance
with these rules results in the loss of future Low Income  Housing  Credit s and
the fractional  recapture of Low Income Housing  Credits  already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the tax  liability  due on the  person's  last  $25,000 of taxable
income.  The  Local  Limited  Partnerships  may be  unable  to sell the  Housing
Complexes  at a price  which  would  result in the  Partnership  realizing  cash
distributions or proceeds from the transaction. Accordingly, the Partnership may
be unable to distribute  any cash to its Limited  Partners.  Low Income  Housing
Credits may be the only benefit from an investment in the Partnership.

                                       24
<PAGE>



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

                         NOTES TO FINANACIAL STATEMENTS -CONTINUED

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

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

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

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

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

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

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

                                       25
<PAGE>



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

                    NOTES TO FINANACIAL STATEMENTS -CONTINUED

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

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

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

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  WNC was one of the first in the industry to offer investments using
the tax credit.  Now these very first programs are completing  their  compliance
period.

With that in mind,  the  Partnership  is continuing to review the  Partnership's
holdings,  with special emphasis on the more mature  properties such as any that
have satisfied the IRS compliance  requirements.  The Partnership's  review will
consider many factors including  extended use requirements on the property (such
as those due to  mortgage  restrictions  or state  compliance  agreements),  the
condition of the property, and the tax consequences to the Limited Partners from
the sale of the property.

Upon identifying  those  properties with the highest  potential for a successful
sale,  refinancing  or  syndication,  the  Partnership  expects to proceed  with
efforts  to  liquidate  those  properties.  The  Partnership's  objective  is to
maximize the Limited Partners' return wherever possible and, ultimately, to wind
down those funds that no longer  provide tax  benefits to Limited  Partners.  To
date no properties in the Partnership have been selected for disposition.

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

Equity in losses of limited  partnerships for each year ended March 31 have been
recorded by the Partnership based on nine months of reported results provided by
the Local  Limited  Partnerships  for each year ended  December  31 and on three
months of results  estimated  by  management  of the  Partnership.  Management's
estimate for the three-month  period is based on either actual unaudited results
reported  by  the  Local  Limited  Partnerships  or  historical  trends  in  the
operations of the Local Limited  Partnerships.  In subsequent  annual  financial
statements,  upon  receiving  the actual  annual  results  reported by the Local
Limited  Partnerships,  management  reverses its prior  estimate and records the
actual results reported by the Local Limited Partnerships. Equity in losses from
the Local Limited  Partnerships  allocated to the Partnership are not recognized
to the extent that the investment  balance would be adjusted below zero. As soon
as the investment  balance  reaches zero,  amortization  of the related costs of
acquiring the investment are accelerated to the extent of losses  available (see
Note 3). 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 from the Local Limited Partnerships are accounted for as
a  reduction  of  the  investment  balance.  Distributions  received  after  the
investment has reached zero are recognized as income.

                                       26
<PAGE>



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

                    NOTES TO FINANACIAL STATEMENTS -CONTINUED

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

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

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

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

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

The Partnership considers all highly liquid investments with original maturities
of three months or less when purchased to be cash  equivalents.  The Partnership
had no cash equivalents at the end of all periods presented.

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

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

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

No provision  for income taxes has been recorded in the  accompanying  financial
statements as any liability and/or benefits for income tax purposes flows to the
partners of the Partnership and is their obligation  and/or benefit.  For income
tax purposes the Partnership reports on a calendar year basis.

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

As of March 31,  2004,  the  Partnership  adopted FASB  Interpretation  No. 46 -
Revised,  Consolidation  of  Variable  Interest  Entities  ("FIN46R").  FIN  46R
provides  guidance as to when a company should include the assets,  liabilities,
and  activities  of  a  variable   interest  entity  ("VIE")  in  its  financial
statements,   and  when  a  company  should  disclose   information   about  its
relationship  with a VIE. A VIE is a legal structure used to conduct  activities
or hold assets, and a VIE must be consolidated by a company if it is the primary
beneficiary  because a primary  beneficiary absorbs the majority of the entity's
expected losses, the majority of the expected residual returns, or both.

Under FIN 46R, the Local Limited  Partnerships in which the Partnership  invests
are VIEs. However,  management does not consolidate the Partnership's  interests
in these VIE's under FIN46R,  as the  Partnership  is not considered the primary
beneficiary.  Rather,  the  Partnership  currently  records  the  amount  of the
investment in the Local Limited  Partnerships  as an asset in the balance sheet,
and  recognizes  its share of Local  Limited  Partnership  income or loss in the
statement of operations.

The Partnership's balance in its investment in Local Limited Partnerships,  plus
the risk of recapture of tax credits previously recognized on these investments,
represents its maximum exposure to loss. The  Partnership's  exposure to loss is
mitigated  by  the  condition  and  financial   performance  of  the  underlying
properties,  as well as the  strength of the Local  General  Partners  and their
guarantee against credit recapture.

                                       27
<PAGE>



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

                    NOTES TO FINANACIAL STATEMENTS -CONTINUED

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

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

In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154
(SFAS 154),  "Accounting  Changes and Error Corrections" which provides guidance
on the  accounting  for and  reporting of accounting  changes and  correction of
errors.  This  statement  changes the  requirements  for the  accounting for and
reporting  of a change in  accounting  principle  and  applies to all  voluntary
changes in  accounting  principle.  It also  applies to changes  required  by an
accounting pronouncement in the unusual instance that the pronouncement does not
include  specific  transition  provisions.   This  statement  is  effective  for
accounting  changes and  corrections  of errors made in fiscal  years  beginning
after December 15, 2005. The  Partnership  does not anticipate a material effect
upon the adoption of this statement.

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

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

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

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

As discussed in Note 1, the Partnership  accounts for its investments in limited
partnerships using the equity method of accounting. The Partnership's investment
in Local Limited  Partnerships  as shown in the balance sheets at March 31, 2005
and 2004 are  approximately,  $3,386,000 and $2,760,000,  respectively,  greater
than the Partnership's equity at the preceding December 31 as shown in the Local
Limited  Partnerships'  combined  financial  statements  presented  below.  This
difference  is  primarily  due  to  unrecorded   losses,   as  discussed  below,
acquisition,  selection  and  other  costs  related  to the  acquisition  of the
investments which have been capitalized in the Partnership's  investment account
and impairment  losses recorded in the  Partnership's  investment  account.  The
Partnership's investment is also lower than the Partnership's equity as shown in
the  Local  Limited  Partnership's  combined  financial  statements  due  to the
estimated  losses  recorded by the  Partnership for the three month period ended
March 31.

A loss in value from a Local Limited  Partnership other than a temporary decline
would be recorded as an impairment loss. Impairment is measured by comparing the
investment  carrying  amount to the sum of the total amount of the remaining tax
credits  allocated  to  the  fund  and  the  estimated  residual  value  of  the
investment.  Accordingly,  the Partnership recorded an impairment loss of $0 and
$256,646 during the years ended March 31, 2005 and 2004, respectively.

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

                                       28
<PAGE>



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

                    NOTES TO FINANACIAL STATEMENTS -CONTINUED

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

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

At March 31, 2005 and 2004,  the  investment  accounts in certain  Local Limited
Partnerships  have  reached  a zero  balance.  Consequently,  a  portion  of the
Partnership's  estimate  of its share of losses  for the years  ended  March 31,
2005, 2004 and 2003 amounting to approximately $612,302,  $599,887 and $536,512,
respectively,  have not been  recognized.  As of March 31, 2005,  the  aggregate
share of net losses not recognized by the Partnership amounted to $3,432,911.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>
                                                                           For the Years Ended March 31
                                                                 -------------------------------------------------

                                                                     2005             2004              2003
                                                                 --------------   --------------    --------------
<S>                                                           <C>              <C>               <C>

Investments per balance sheet, beginning of period             $             -  $       308,868   $       418,246
Equity in losses of limited partnerships                                     -          (39,221)          (95,444)
Impairment loss                                                              -         (256,646)                -
Distributions received from limited partnerships                             -           (1,418)           (2,350)
Amortization of paid acquisition fees and costs                              -          (11,583)          (11,584)
                                                                 --------------   --------------    --------------
Investments per balance sheet, end of period                   $             -  $             -   $       308,868
                                                                 ==============   ==============    ==============
</TABLE>


                                       29
<PAGE>



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

                    NOTES TO FINANACIAL STATEMENTS -CONTINUED

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

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

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

                                                   COMBINED CONDENSED BALANCE SHEETS

                                                                                     2004               2003
                                                                                ---------------    ----------------
<S>                                                                          <C>                <C>

ASSETS

Buildings and improvements, net of accumulated
   depreciation as of December 31, 2004 and 2003 of
   $12,232,000 and $ 11,400,000, ,  respectively                              $     17,270,000   $      18,032,000
Land                                                                                 1,362,000           1,354,000
Other assets                                                                         2,205,000           2,173,000
                                                                                ---------------    ----------------

                                                                              $     20,837,000   $      21,559,000
                                                                                ===============    ================

LIABILITIES

Mortgage loans payable                                                        $     23,013,000   $      23,092,000
Due to related parties                                                                 159,000             172,000
Other liabilities                                                                      439,000             420,000
                                                                                ---------------    ----------------

                                                                                    23,611,000          23,684,000
                                                                                ---------------    ----------------

PARTNERS' CAPITAL (DEFICIT)

WNC Housing Tax Credit Fund II, L.P.                                               (3,386,000)          (2,760,000)
Other partners                                                                        612,000              635,000
                                                                                ---------------    ----------------

                                                                                   (2,774,000)          (2,125,000)
                                                                                ---------------    ----------------

                                                                              $    20,837,000    $      21,559,000
                                                                                ===============    ================
</TABLE>

                                       30

<PAGE>


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

                    NOTES TO FINANACIAL STATEMENTS -CONTINUED

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------
<TABLE>
<CAPTION>

                                              COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                                                 2004               2003                2002
                                                            ---------------    ---------------     ---------------
<S>                                                      <C>                <C>                 <C>

Total revenues, including interest and rent
   subsidies                                              $      3,461,000   $      3,333,000    $      3,189,000
                                                            ---------------    ---------------     ---------------

Expenses:
   Operating expenses                                            2,615,000          2,437,000           2,340,000
   Interest expense                                                631,000            642,000             651,000
   Depreciation and amortization                                   831,000            898,000             834,000
                                                            ---------------    ---------------     ---------------

         Total expenses                                          4,077,000          3,977,000           3,825,000
                                                            ---------------    ---------------     ---------------

Net loss                                                  $       (616,000)  $       (644,000)  $        (636,000)
                                                            ===============    ===============     ===============

Net loss allocable to the Partnership                     $       (610,000)  $       (638,000)  $        (630,000)
                                                            ===============    ===============     ===============

Net loss recorded by the Partnership                      $             -    $        (39,000)  $         (95,000)
                                                            ===============    ===============     ===============
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and/or have  working  capital  deficiencies.  In the event  these Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  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
lost, and the loss and recapture of the related tax credits could occur.

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

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

     Acquisition  fees of up to 9% of the gross  proceeds from the sale of Units
     as compensation for services rendered in connection with the acquisition of
     Local  Limited  Partnerships.  At the  end of all  periods  presented,  the
     Partnership incurred acquisition fees of $630,000. Accumulated amortization
     of these  capitalized  costs was $630,000 as of March 31, 2005 and 2004. Of
     the  accumulated  amortization  recorded on the balance  sheet at March 31,
     2005,  $0,  $10,667  and $30,710 of the related  expense was  reflected  as
     equity in losses of limited  partnerships  during the years ended March 31,
     2005, 2004 and 2003, respectively, to reduce the respective net acquisition
     fee  component of  investments  in local limited  partnerships  to zero for
     those Local  Limited  Partnerships  which would  otherwise  be below a zero
     balance.

     Reimbursement  of costs incurred by an affiliate of WNC in connection  with
     the acquisition of Local Limited  Partnerships.  These  reimbursements have
     not  exceeded  1.7% of the  gross  proceeds.  As of the end of all  periods
     presented,  the Partnership had incurred acquisition costs of $10,581 which
     have been included in  investments in limited  partnerships.  At the end of
     all periods presented, accumulated amortization amounted to $10,581.


                                       31
<PAGE>



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

                    NOTES TO FINANACIAL STATEMENTS -CONTINUED

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

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

     An annual  management fee equal to 0.5% of the invested assets of the Local
     Limited  Partnerships,  including the Partnership's  allocable share of the
     mortgages,  for the life of the  Partnership.  Management  fees of $144,902
     were incurred during each of the years ended March 31, 2005, 2004 and 2003,
     of which $0, $0 and $5,250 were paid during the years ended March 31, 2005,
     2004 and 2003, respectively.

     The  Partnership  reimburses  the  General  Partner or its  affiliates  for
     operating expenses incurred in behalf of the Partnership. Operating expense
     reimbursements  were  approximately  $28,000 and  $30,000  during the years
     ended March 31, 2005 and 2004, 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.  No such fee was incurred in the three
     year period ending March 31, 2005.

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

                                                                                    March 31
                                                                        ----------------------------------

                                                                             2005               2004
                                                                        ---------------    ---------------
<S>                                                                  <C>                <C>

Advances from WNC                                                     $          5,222   $          1,780

Asset management fee payable                                                 1,895,407          1,756,754
                                                                        ---------------    ---------------

                                                                      $      1,900,629   $      1,758,534
                                                                        ===============    ===============
</TABLE>

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


                                       32
<PAGE>



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

                    NOTES TO FINANACIAL STATEMENTS -CONTINUED

                For The Years Ended March 31, 2005, 2004 and 2003

       Unaudited - These financial statements are being filed without an
          opinion fromour independent registed public accounting firm.

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

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

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

               2005
               ----
<S>                                  <C>                 <C>                <C>                 <C>

Income                                $          4,000    $          9,000   $             -     $          3,000

Operating expenses                             (41,000)            (53,000)          (44,000)             (38,000)

Equity in income (losses) of
     limited partnerships                            -                   -                  -                   -

Net loss                                       (37,000)            (44,000)          (44,000)             (35,000)

Net Loss available to limited
     partners                                  (37,000)            (44,000)          (44,000)             (35,000)

Net Loss per limited partnership
     unit                                           (5)                 (6)               (6)                  (5)

               2004
               ----

Income                                $          3,000    $          8,000   $         1,000     $          4,000

Operating expenses                             (46,000)            (55,000)          (44,000)            (298,000)

Equity in income (losses) of
     limited partnerships                      (10,000)            (21,000)          (10,000)               2,000

Net loss                                       (53,000)            (68,000)          (53,000)            (292,000)

Net Loss available to limited
     partners                                  (53,000)            (67,000)          (53,000)            (288,000)

Net Loss per limited partnership
     unit                                           (8)                (10)               (8)                 (41)
</TABLE>



                                       33
<PAGE>



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

NOT APPLICABLE

Item 9a. Controls and Procedures

As of the end of the period covered by this report,  the  Partnership's  General
Partner, under the supervision and with the participation of the Chief Executive
Officer and Chief Financial Officer of Associates,  carried out an evaluation of
the effectiveness of the Partnership's  "disclosure  controls and procedures" as
defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15. Based on that
evaluation,  the Chief  Executive  Officer  and  Chief  Financial  Officer  have
concluded  that  as of  the  end of the  period  covered  by  this  report,  the
Partnership's  disclosure controls and procedures were adequate and effective in
timely  alerting  them  to  material  information  relating  to the  Partnership
required to be included in the Partnership's periodic SEC filings.

Changes  in  internal  controls.  There  were no  changes  in the  Partnership's
internal control over financial reporting that occurred during the quarter ended
March 31, 2005 that materially affected,  or are reasonably likely to materially
affect, the Partnership's internal control over financial reporting.


PART III.

Item 10. Directors and Executive Officers of the Registrant

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

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

Associates is a California corporation which was organized in 1971. Its officers
and significant employees are:

Wilfred N. Cooper, Sr.         Chairman of the Board
Wilfred N. Cooper, Jr.         President and Chief Executive Officer
David N. Shafer, Esq.          Executive Vice President
Sylvester P. Garban            Senior Vice President - Institutional Investments
Thomas J. Riha, CPA            Senior Vice President - Chief Financial Officer
Michael J. Gaber               Senior Vice President - Acquisitions
Edward W. Peters               President of WNC Management, Inc.

In addition to Wilfred N. Cooper,  Sr., the directors of Associates  are Wilfred
N. Cooper, Jr., David N. Shafer, and Kay L. Cooper. The principal shareholder of
Associates is a trust established by Wilfred N. Cooper, Sr. and Kay L. Cooper.

Wilfred N.  Cooper,  Sr.,  age 73, is the founder  and  Chairman of the Board of
Directors of Associates,  a Director of WNC Capital  Corporation,  and a general
partner in some of the  partnerships  previously  sponsored by  Associates.  Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously,  during 1970 and 1971,  he was  founder and a principal  of Creative
Equity  Development  Corporation,  a predecessor of Associates,  and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International  Corporation,  last serving as its
manager  of  housing  and urban  developments  where he had  responsibility  for
factory-built  housing  evaluation and project  management in urban planning and
development.  He has testified before committees of the U.S. Senate and the U.S.
House  of  Representatives.  Mr.  Cooper  is a Life  Director  of  the  National
Association of Home Builders,  a National  Trustee for NAHB's  Political  Action
Committee,  and a past Chairman of NAHB's Multifamily  Council. He is a Director
of the National Housing Conference and a member of NHC's Board of Governors, and
a founder and Director of the California Housing  Consortium.  He is the husband
of Kay Cooper and the father of Wilfred N. Cooper, Jr. Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.


                                       34

<PAGE>



Wilfred  N.  Cooper,  Jr.,  age  41,  is  President,  Chief  Executive  Officer,
Secretary,  a Director and a member of the Acquisition  Committee of Associates.
He is President and a Director of, and a registered  principal with, WNC Capital
Corporation, and is a Director and Vice President of WNC Management, Inc. He has
been involved in real estate  investment and acquisition  activities  since 1988
when he  joined  Associates.  Previously,  he  served  as a  Government  Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Editorial  Advisory  Boards of Affordable  Housing  Finance and LIHC Monthly
                                  -----------------------------     ------------
Report,  a  Steering  Member  of  the  Housing  Credit  Group  of  the  National
------
Association  of Home  Builders,  a  member  of the Tax  Policy  Council  for the
National Trust for Historic Preservation,  a member of the Advisory Board of the
New York State  Association for Affordable  Housing,  a member of the Urban Land
Institute and a member of TEC  International.  He is the son of Wilfred  Cooper,
Sr. and Kay Cooper.  Mr. Cooper  graduated from The American  University in 1985
with a Bachelor of Arts degree.

David N. Shafer, age 52, is Executive Vice President, a Director and a member of
the  Acquisition  Committee of  Associates,  and a Director,  Vice President and
Secretary of WNC Management,  Inc. Mr. Shafer has been active in the real estate
industry  since 1984.  Before  joining  Associates in 1990, he was engaged as an
attorney  in the private  practice  of law with a  specialty  in real estate and
taxation.  Mr. Shafer is a Director and past President of the California Council
of Affordable Housing,  and a member of the State Bar of California.  Mr. Shafer
graduated  from the  University  of  California  at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor  degree  cum  laude and from the  University  of San Diego in 1986 with a
Master of Law degree in Taxation.

Sylvester  P.  Garban,   age  58,  is  Senior  Vice  President  -  Institutional
Investments  of  Associates   and  a  registered   principal  with  WNC  Capital
Corporation.  Mr. Garban has been involved in real estate investment  activities
since 1978.  Before  joining  Associates  in 1989,  he served as Executive  Vice
President with MRW,  Inc., a real estate  development  and management  firm. Mr.
Garban is a member of the National Association of Affordable Housing Lenders and
the Financial Planning Association.  He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

Thomas J. Riha, age 49, is Senior Vice President - Chief Financial Officer and a
member of the  Acquisition  Committee  and the  Commercial  Real Estate Group of
Associates and Vice President,  Treasurer and a Director of WNC Management, Inc.
He has been involved in real estate acquisition and investment  activities since
1979.  Before joining  Associates in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and management company,  last serving as Vice
President - Operations. 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.

Michael J. Gaber,  age 38, is Senior Vice President - Acquisitions  and a member
of the Acquisition  Committee and the Commercial Real Estate Group of Associates
and a Vice President of WNC Management, Inc. Mr. Gaber has been involved in real
estate acquisition,  valuation and investment activities since 1989 and has been
associated  with  Associates  since 1997.  Prior to joining  Associates,  he was
involved in the valuation and  classification of major assets,  restructuring of
debt and analysis of real estate taxes with H.F.  Ahmanson & Company,  parent of
Home  Savings  of  America.  Mr.  Gaber  graduated  from  the  California  State
University,  Fullerton  in 1991 with a Bachelor  of Science  degree in  Business
Administration - Finance.

Edward W. Peters, age 52, is President of WNC Management,  Inc. He has more than
12 years of  experience in all facets of property  management.  Prior to joining
WNC in 2003,  Mr.  Peters  served as Vice  President  and  Director  of Property
Management  at Design  Center  Housing  Services,  Inc.  and as Director at John
Stewart Company. He is a licensed real estate broker in the State of California,
a  certified  occupancy   specialist  (COS),  and  holds  two  national  housing
compliance  certificates:  the housing credit compliance professional (HCCP) and
the national credit compliance  professional-executive  (NCP-e). Mr. Peters is a
Director of the Affordable  Housing  Management  Association  and graduated from
Rutgers University in 1990 with a Master of Science degree in social work and in
1983 from Antioch University with a Master of Science degree in education.


                                       35

<PAGE>



Kay L. Cooper,  age 67, is a Director of  Associates.  Mrs.  Cooper was the sole
proprietor of Agate 108, a manufacturer and retailer of home accessory products,
from 1975 until its sale in 1998. She is the wife of Wilfred Cooper, Sr. and the
mother of Wilfred  Cooper,  Jr. Ms.  Cooper  graduated  from the  University  of
Southern California in 1958 with a Bachelor of Science degree.

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

     Inapplicable.

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

     Inapplicable.

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

     Neither the Partnership nor Associates has an audit committee.

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

     Inapplicable

(k)  Code of Ethics
     --------------

     WNC & Associates  has adopted a Code of Ethics  which  applies to the Chief
     Executive Officer and Chief Financial Officer of WNC & Associates. The Code
     of Ethics will be provided  without  charge to any person who  requests it.
     Such requests  should be directed to: Investor  Relations at  (714)662-5565
     extension 118.


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 accrues in an
     amount  equal to 0.5% of  invested  assets  (the  sum of the  Partnership's
     Investment in Local  Limited  Partnership  Interests and the  Partnership's
     allocable  share of the  amount of the  mortgage  loans on and other  debts
     related   to,  the   Housing   Complexes   owned  by  such  Local   Limited
     Partnerships).  Fees of  $144,902  were  incurred  during each of the years
     ended  March 31,  2005,  2004 and 2003.  The  Partnership  paid the General
     Partner or its  affiliates $0, $0 and $5,250 of those fees during the years
     ended March 31, 2005, 2004 and 2003, respectively.

(b)  Subordinated  Disposition Fee. A subordinated  disposition fee in an amount
     equal to 1% of the sale price may be received in  connection  with the sale
     or disposition of a Housing Complex.  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 such fee was  incurred in the three year period  ending March 31,
     2005.

(c)  Operating Expenses.  The Partnership  reimbursed the General Partner or its
     affiliates for operating  expenses of  approximately  $28,000,  $30,000 and
     $22,000 during the years ended March 31, 2005, 2004 and 2003, respectively.

(d)  Interest  in  Partnership.   The  General   Partners   receive  1%  of  the
     Partnership's allocated Low Income Housing Credits, which approximated $50,
     $700 and $1,500 for the General  Partners for the tax years ended  December
     31, 2004, 2003 and 2002, respectively. The General Partner is also entitled
     to  receive a  percentage  of  Partnership  income or  losses,  and of cash
     distributions.  There were no distributions of cash to the General Partners
     during the years presented.


                                       36
<PAGE>



Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Stockholder Matters

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

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

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

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

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

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

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

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

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

Item 13.  Certain Relationships and Related Transactions

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

                                       37
<PAGE>



Item 14.  Principal Accountant Fees and Services

     The  following is a summary of fees paid to the  Partnerhsip's  independent
     auditors for the years ended March 31:
<TABLE>
<CAPTION>

                                             2005                2004
                                        ---------------     ---------------
<S>                                  <C>                 <C>

Audit Fees                            $         18,550    $         20,725
Audit-related Fees                                   -                   -
Tax Fees                                         3,000               1,625
All Other Fees                                       -                   -
                                        ---------------     ---------------
TOTAL                                 $         21,550    $         22,350
                                        ===============     ===============
</TABLE>


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


                                       38

<PAGE>



PART IV.

Item 15.  Exhibits and Financial Statement Schedules

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

         Unaudited Balance Sheets, March 31, 2005 and 2004
         Unaudited Statements of Operations for the years ended March 31, 2005,
           2004 and 2003
         Unaudited Statements of Partners' Equity (Deficit) for the years ended
           March 31, 2005, 2004 and 2003
         Unaudited Statements of Cash Flows for the years ended March 31, 2005,
           2004 and 003
         Unaudited Notes to Financial Statements

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


         Unaudited Schedule III - Real Estate Owned by Local Limited
           Partnerships

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

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

31.1     Certification of the Chiefl Executive  Officer pursuant to Rule 13a-14
         and 15d-14 as adopted  pursuant to section  302 of the  Sarbanes-Oxley
         Act of 2003. (filed herewith)

31.2     Certification  of theChief  Financial  Officer pursuant to Rule 13a-14
         and 15d-14,  as adopted pursuant to section 302 of the  Sarbanes-Oxley
         Act of 2003. (filed herewith)

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

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

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

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

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

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

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

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

                                       39
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       40
<PAGE>




WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>


                           -----------------------------------------  --------------------------------------------------------------
                             As of March 31, 2005                                  As of December 31, 2004
                           -----------------------------------------  --------------------------------------------------------------
                                     Total
                                     Investment in  Amount of         Mortgage Balances   Property                           Net
                                     Local Limited  Investment Paid   of Local Limited        &         Accumulated          Book
Partnership Name      Location       Partnerships   to Date           Partnership         Equipment     Depreciation        Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>            <C>            <C>               <C>              <C>              <C>             <C>

Airport Road,
Associates,           Slidell,
Limited               Louisiana      $  334,000     $  334,000        $ 1,429,000      $ 1,859,000      $   966,000     $   893,000

                      Amite &
Am-Kent Associates,   Kentwood
Ltd.                  Louisiana         232,000        232,000          1,100,000        1,588,000          759,000          829,000

Arizona I
Limited               Showlow,
Partnership           Arizona           320,000        320,000          1,463,000        1,985,000          734,000        1,251,000

Ashland Investment
Group,
an Oregon Limited     Ashland,
Partnership           Oregon            300,000        300,000          1,360,000        1,843,000          555,000        1,288,000

Brantley              Brantley,
Housing, Ltd.         Alabama           108,000        108,000            564,000          720,000          259,000          461,000

Brian's Village
Apartments,
an Oklahoma           Mannford,
Limited Partnership.  Oklahoma          176,000        176,000            744,000          993,000          475,000         518,0000

Candleridge
Apartments of
Perry, L.P.           Perry, Iowa       93,000          93,000            578,000          837,000          380,000          457,000

</TABLE>

                                       41
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>
                           -----------------------------------------  --------------------------------------------------------------
                             As of March 31, 2005                                  As of December 31, 2004
--------------------------------------------------------------------  --------------------------------------------------------------
                                     Total
                                     Investment in  Amount of         Mortgage Balances   Property                           Net
                                     Local Limited  Investment Paid   of Local Limited        &         Accumulated          Book
Partnership Name      Location       Partnerships   to Date           Partnership         Equipment     Depreciation        Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>             <C>              <C>             <C>                <C>             <C>

Candleridge
Apartments of        Runnells,
Runnells, L.P.       Iowa               58,000          58,000            358,000         525,000          237,000           288,000

Casa Allegre
Limited              Las Vegas,
Partnership          New Mexico        318,000         318,000          1,333,000       1,954,000          684,000         1,270,000

Castroville          Castroville,
Village, Ltd.        Texas             165,000         165,000            917,000       1,151,000          301,000           850,000

Cherokee Square,     Rogersville,
L.P.                 Tennessee         202,000         202,000            959,000       1,229,000          581,000           648,000

Divall Midland
Associates Limited   Port Washington,
Partnership II       Wisconsin         234,000         234,000          1,136,000       1,577,000          842,000           735,000

Eclectic             Eclectic,
Housing, Ltd.        Alabama            74,000          74,000            395,000         502,000          174,000           328,000

Elizabeth Square     Raceland,
Associates, Ltd.     Louisiana         356,000         356,000          1,437,000       2,063,000          929,000         1,134,000
</TABLE>


                                       42
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>


                           -----------------------------------------  --------------------------------------------------------------
                             As of March 31, 2005                                  As of December 31, 2004
--------------------------------------------------------------------  --------------------------------------------------------------
                                     Total
                                     Investment in  Amount of         Mortgage Balances   Property                           Net
                                     Local Limited  Investment Paid   of Local Limited        &         Accumulated          Book
Partnership Name      Location       Partnerships   to Date           Partnership         Equipment     Depreciation        Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>              <C>               <C>              <C>             <C>              <C>               <C>

Emory                 Emory,
Capital, L.P.         Texas             85,000            85,000          363,000         471,000          221,000           266,000

Emory                 Emory,
Manor, L.P.           Texas            128,000           128,000          543,000         719,000          302,000           443,000

Idalou                Idalou,
Manor, L.P.           Texas            122,000           122,000          609,000         758,000          252,000           526,000

Jefferson             Jefferson,
Capital, L.P.         Texas            167,000           167,000          703,000         920,000          377,000           585,000

Jefferson             Jefferson,
Manor, L.P.           Texas            179,000           179,000          751,000         965,000          401,000           607,000

Lakeview Limited      Beaver Dam,
Partnership           Wisconsin        264,000           264,000        1,219,000       1,464,000          560,000         1,029,000

Littlefield           Littlefield,
Manor, L.P.           Texas            118,000           118,000          584,000         729,000          246,000           503,000

Perry County          Uniontown,
Housing, Ltd.         Alabama           82,000            82,000          431,000         516,000          193,000           345,000
</TABLE>

                                       43
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>
                          -----------------------------------------   --------------------------------------------------------------
                                      As of March 31, 2005                                  As of December 31, 2004
--------------------------------------------------------------------  --------------------------------------------------------------
                                     Total
                                     Investment in  Amount of         Mortgage Balances   Property                           Net
                                     Local Limited  Investment        of Local Limited        &         Accumulated          Book
Partnership Name      Location       Partnerships   Paid to Date      Partnership         Equipment     Depreciation        Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>         <C>               <C>               <C>              <C>             <C>                <C>

Pine Hill             Pine Hill,
Housing, Ltd          Alabama          105,000           105,000          546,000         688,000          245,000           443,000

Rociada               Hereford,
Partners Ltd.         Texas            154,000           154,000          717,000         921,000          329,000           592,000

Wadley                Wadley,
Housing, Ltd.         Alabama           76,000            76,000          432,000         539,000          195,000           344,000

Whitewater
Woods Limited         Whitewater,
Partnership           Wisconsin        301,000           301,000        1,302,000       1,695,000          610,000         1,085,000

Willcox
Investment Group,
an Arizona Limited    Willcox,
Partnership           Arizona          245,000           245,000        1,041,000       1,338,000          422,000           916,000
                                 ---------------------------------------------------------------------------------------------------
                                  $  4,996,000      $  4,996,000    $  23,013,000   $  30,863,000    $  12,229,000     $  18,634,000
                                 ===================================================================================================
</TABLE>


                                       44
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005


<TABLE>
<CAPTION>

                                              --------------------------------------------------------------------------------------
                                                                           For the year ended December 31, 2004
                                              --------------------------------------------------------------------------------------
                                                                                        Year
                                                                                        Investment                Estimated Useful
     Partnership Name                         Rental Income        Net Income\(Loss)    Acquired     Status          Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>                    <C>        <C>                 <C>

Airport Road                                   $  198,000           $   (84,000)          1990       Completed           27.5
Associates, Limited

Am-Kent Associates, Ltd.                          172,000               (48,000)          1991       Completed           27.5


Arizona I Limited Partnership                     164,000               (55,000)          1990       Completed             35

Ashland Investment Group,
an Oregon Limited Partnership.                    184,000               (43,000)          1990       Completed             50

Brantley Housing, Ltd.                             75,000               (14,000)          1992       Completed             40

Brian's Village Apartments,
an Oklahoma Limited Partnership.                  107,000               (34,000)          1990       Completed             30

Candleridge Apartments of Perry, L.P.             128,000               (13,000)          1992       Completed           27.5

Candleridge Apartments of Runnells, L.P.           96,000               (11,000)          1992       Completed           27.5

Casa Allegre Limited Partnership                  196,000                (9,000)          1990       Completed             40

Castroville Village, Ltd.                         179,000               (11,000)          1991       Completed             50

Cherokee Square, L.P.                              97,000               (31,000)          1990       Completed             50

Divall Midland Associates
Limited Partnership II                            145,000               (51,000)          1990       Completed           27.5

Eclectic Housing, Ltd.                             60,000                 6,000           1992       Completed             40

Elizabeth Square Associates, Ltd.                 184,000               (62,000)          1994       Completed           27.5

Emory Capital, L.P.                                59,000                (6,000)          1990       Completed           27.5
</TABLE>

                                       45
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2005
<TABLE>
<CAPTION>
                                              --------------------------------------------------------------------------------------
                                                                           For the year ended December 31, 2004
                                              --------------------------------------------------------------------------------------
                                                                                        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.                                  87,000               (15,000)          1990       Completed           30

Idalou Manor, L.P.                                 97,000                (2,000)          1992       Completed           40

Jefferson Capital, L.P.                           106,000                (2,000)          1990       Completed           50

Jefferson Manor, L.P.                             105,000                 1,000           1990       Completed           50

Lakeview Limited Partnership                      165,000               (10,000)          1991       Completed           35

Littlefield Manor, L.P.                            91,000                (2,000)          1991       Completed           40

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

Pine Hill Housing, Ltd.                            73,000               (29,000)          1992       Completed           40

Rociada Partners Ltd.                             158,000               (20,000)          1990       Completed           40

Wadley Housing, Ltd.                               55,000                (9,000)          1992       Completed           40

Whitewater Woods Limited Partnership              187,000               (43,000)          1991       Completed           35

Willcox Investment Group,
an Arizona Limited Partnership                    154,000               (11,000)          1990       Completed           50
                                                 --------              ---------
                                             $  3,382,000           $  (616,000)
                                                =========             ==========
</TABLE>

                                       46
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
<TABLE>
<CAPTION>

                          -----------------------------------------   --------------------------------------------------------------
                                        As of March 31, 2004                                  As of December 31, 2003
--------------------------------------------------------------------  --------------------------------------------------------------
                                     Total
                                     Investment in  Amount of         Mortgage Balances   Property                           Net
                                     Local Limited  Investment        of Local Limited        &         Accumulated          Book
Partnership Name      Location       Partnerships   Paid to Date      Partnership         Equipment     Depreciation        Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>         <C>               <C>               <C>             <C>                 <C>            <C>

Airport Road          Slidell,
Associates, Limited   Louisiana   $    334,000      $  334,000       $ 1,433,000      $ 1,858,000        $ 902,000      $  956,000

                      Amite &
Am-Kent Associates,   Kentwood,
Ltd.                  Louisiana        232,000         232,000         1,104,000        1,588,000          703,000         885,000

Arizona I             Showlow,
Limited Partnership   Arizona          320,000         320,000         1,468,000        1,993,000          682,000       1,311,000

Ashland Investment
Group, an Oregon      Ashland,
Limited Partnership   Oregon           300,000         300,000         1,365,000        1,844,000          520,000       1,324,000

Brantley              Brantley,
Housing, Ltd.         Alabama          108,000         108,000           566,000          719,000          239,000         480,000

Brian's Village
Apartments,
an Oklahoma           Mannford,
Limited Partnership   Oklahoma         176,000         176,000           747,000          974,000          444,000         530,000

Candleridge
Apartments of
Perry, L.P.           Perry, Iowa       93,000          93,000           581,000          823,000          348,000         475,000

Candleridge
Apartments of         Runnells,
Runnells, L.P.        Iowa              58,000          58,000           362,000          515,000          218,000         297,000

Casa Allegre          Las Vegas,
Limited Partnership   New Mexico       318,000         318,000         1,346,000        1,941,000          631,000       1,310,000
</TABLE>

                                       47
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
<TABLE>
<CAPTION>

                           -----------------------------------------  --------------------------------------------------------------
                                         As of March 31, 2004                                  As of December 31, 2003
--------------------------------------------------------------------  --------------------------------------------------------------
                                     Total
                                     Investment in  Amount of         Mortgage Balances   Property                           Net
                                     Local Limited  Investment        of Local Limited        &         Accumulated          Book
Partnership Name      Location       Partnerships   Paid to Date      Partnership         Equipment     Depreciation        Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                <C>             <C>              <C>          <C>                <C>            <C>

Castroville           Castroville,
Village, Ltd.         Texas              165,000         165,000          925,000      1,150,000          278,000        872,000

Cherokee              Rogersville,
Square, L.P.          Tennessee          202,000         202,000          964,000      1,227,000          549,000        678,000

Divall Midland        Port
Associates Limited    Washington,
Partnership II        Wisconsin          234,000         234,000        1,141,000      1,570,000          784,000        786,000

Eclectic              Eclectic,
Housing, Ltd.         Alabama             74,000          74,000          399,000        500,000          164,000        336,000

Elizabeth Square      Raceland,
Associates, Ltd.      Louisiana          356,000         356,000        1,445,000      2,062,000          855,000      1,207,000

Emory
Capital, L.P.         Emory, Texas        85,000          85,000          364,000        487,000          211,000        276,000


Emory
Manor, L.P.           Emory, Texas       128,000         128,000          545,000        744,000          290,000        454,000

Idalou
Manor, L.P.           Idalou, Texas      122,000         122,000          611,000        778,000          233,000        545,000

Jefferson             Jefferson,
Capital, L.P.         Texas              167,000         167,000          705,000        963,000          362,000        601,000
</TABLE>


                                      48
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
<TABLE>
<CAPTION>
                           -----------------------------------------  --------------------------------------------------------------
                             As of March 31, 2004                                  As of December 31, 2003
--------------------------------------------------------------------  --------------------------------------------------------------
                                     Total
                                     Investment in  Amount of         Mortgage Balances   Property                           Net
                                     Local Limited  Investment        of Local Limited        &         Accumulated          Book
Partnership Name      Location       Partnerships   Paid to Date      Partnership         Equipment     Depreciation        Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>           <C>               <C>             <C>             <C>            <C>             <C>

Jefferson             Jefferson,
Manor, L.P.           Texas              179,000         179,000          753,000      1,008,000          385,000        623,000

Lakeview              Beaver Dam,
Limited Partnership   Wisconsin          264,000         264,000        1,223,000      1,589,000          523,000      1,066,000

Littlefield           Littlefield,
Manor, L.P.           Texas              118,000         118,000          586,000        749,000          226,000        523,000


Perry County          Uniontown,
Housing, Ltd.         Alabama             82,000          82,000          433,000        531,000          178,000        353,000


Pine Hill             Pine Hill,
Housing, Ltd.         Alabama            105,000         105,000          549,000        688,000          226,000        462,000

Rociada               Hereford,
Partners Ltd.         Texas              154,000         154,000          720,000        921,000          306,000        615,000


Wadley                Wadley,
Housing, Ltd.         Alabama             76,000          76,000          433,000        534,000          179,000        355,000


Whitewater Woods      Whitewater,
Limited Partnership   Wisconsin          301,000         301,000        1,279,000      1,692,000          568,000      1,124,000

Willcox Investment
Group, an Arizona     Willcox,
Limited Partnership   Arizona            245,000         245,000        1,045,000      1,338,000          396,000        942,000
                                      ----------       ---------       -----------   -----------      -----------     ----------
                                    $  4,996,000     $ 4,996,000      $23,092,000    $30,786,000     $ 11,400,000    $19,386,000
                                    ============     ===========      ===========    ===========     ============    ===========
</TABLE>

                                       49
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
<TABLE>
<CAPTION>
                                             ---------------------------------------------------------------------------------------
                                                                           For the year ended December 31, 2003
                                             ---------------------------------------------------------------------------------------
                                                                                        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                           $  180,000            $   (40,000)          1990       Completed           27.5

Am-Kent Associates, Ltd.                         166,000                (37,000)          1991       Completed           27.5

Arizona I Limited Partnership                    134,000                (72,000)          1990       Completed             35

Ashland Investment Group,
 an Oregon Limited Partnership.                  173,000                (37,000)          1990       Completed             50

Brantley Housing, Ltd.                            65,000                (11,000)          1992       Completed             40

Brian's Village Apartments,
an Oklahoma Limited Partnership.                 107,000                (30,000)          1990       Completed             30

Candleridge Apartments of Perry, L.P.            125,000                (10,000)          1992       Completed           27.5

Candleridge Apartments of Runnells, L.P.          91,000                 (8,000)          1992       Completed           27.5

Casa Allegre Limited Partnership                 198,000                  6,000           1990       Completed             40

Castroville Village, Ltd.                        179,000                (21,000)          1991       Completed             50

Cherokee Square, L.P.                             91,000                (39,000)          1990       Completed             50

Divall Midland Associates
Limited Partnership II                           153,000               (104,000)          1990       Completed           27.5

Eclectic Housing, Ltd.                            54,000                  1,000           1992       Completed             40

Elizabeth Square Associates, Ltd.                182,000                (56,000)          1994       Completed           27.5
</TABLE>

                                       50
<PAGE>




WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
<TABLE>
<CAPTION>
                                             ---------------------------------------------------------------------------------------
                                                                           For the year ended December 31, 2003
                                             ---------------------------------------------------------------------------------------
                                                                                        Year
                                                                                        Investment                Estimated Useful
     Partnership Name                         Rental Income        Net Income\(Loss)    Acquired     Status          Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                   <C>               <C>         <C>                 <C>

Emory Capital, L.P.                               63,000                (3,000)           1990       Completed           27.5

Emory Manor, L.P.                                 87,000                (9,000)           1990       Completed             30

Idalou Manor, L.P.                                89,000               (19,000)           1990       Completed             40

Jefferson Capital, L.P.                          108,000                10,000            1990       Completed             50

Jefferson Manor, L.P.                            106,000                (1,000)           1990       Completed             50

Lakeview Limited Partnership                     165,000               (24,000)           1991       Completed             35

Littlefield Manor, L.P.                           83,000               (15,000)           1991       Completed             40

Perry County Housing, Ltd.                        62,000                 2,000            1992       Completed             40

Pine Hill Housing, Ltd.                           71,000                (6,000)           1992       Completed             40

Rociada Partners Ltd.                            147,000               (33,000)           1990       Completed             40

Wadley Housing, Ltd.                              54,000                (9,000)           1992       Completed             40

Whitewater Woods Limited Partnership             184,000               (52,000)           1991       Completed             35

Willcox Investment Group,
an Arizona Limited Partnership                   134,000               (27,000)           1990       Completed             50
                                             -----------            -----------
                                             $ 3,251,000            $ (644,000)
                                             ===========            ===========
</TABLE>

                                       51
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>

                          -----------------------------------------  --------------------------------------------------------------
                                       As of March 31, 2003                                  As of December 31, 2002
--------------------------------------------------------------------  --------------------------------------------------------------
                                     Total
                                     Investment in  Amount of         Mortgage Balances   Property                           Net
                                     Local Limited  Investment        of Local Limited        &         Accumulated          Book
Partnership Name      Location       Partnerships   Paid to Date      Partnership         Equipment     Depreciation         Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>            <C>             <C>               <C>             <C>              <C>           <C>

Airport Road          Slidell,
Associates, Limited   Louisiana      $  334,000      $   334,000       $ 1,437,000     $ 1,858,000      $   838,000    $ 1,020,000

                      Amite &
Am-Kent               Kentwood,
Associates, Ltd.      Louisiana         232,000          232,000        1,108,000        1,588,000          647,000        941,000

Arizona I             Showlow,
Limited Partnership   Arizona           320,000          320,000        1,473,000        1,982,000          632,000      1,350,000

Ashland Investment
Group, an Oregon      Ashland,
LimitedPartnership    Oregon            300,000          300,000        1,370,000        1,824,000          486,000      1,338,000

Brantley              Brantley,
Housing, Ltd.         Alabama           108,000          108,000          568,000          714,000          217,000        497,000

Brian's Village
Apartments, an
Oklahoma Limited      Mannford,
Partnership           Oklahoma          176,000          176,000          749,000          974,000          414,000        560,000

Candleridge
Apartments
of Perry, L.P.        Perry, Iowa        93,000           93,000          584,000          808,000          310,000        498,000


Candleridge
Apartments of         Runnells,
Runnells, L.P.        Iowa               58,000           58,000          365,000          509,000          195,000        314,000


Casa Allegre          Las Vegas,
Limited Partnership   New Mexico        318,000          318,000        1,357,000        1,930,000          579,000      1,351,000
</TABLE>


                                       52
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>

                           -----------------------------------------  --------------------------------------------------------------
                                       As of March 31, 2003                                  As of December 31, 2002
--------------------------------------------------------------------  --------------------------------------------------------------
                                     Total
                                     Investment in  Amount of         Mortgage Balances   Property                           Net
                                     Local Limited  Investment        of Local Limited        &         Accumulated          Book
Partnership Name      Location       Partnerships   Paid to Date      Partnership         Equipment     Depreciation         Value
------------------------------------------------------------------------------------------------------------------------------------
                     <S>               <C>              <C>              <C>            <C>                <C>            <C>

Castroville           Castroville
Village, Ltd.         Texas             165,000          165,000          932,000        1,151,000          255,000        896,000

Cherokee              Rogersville,
Square, L.P.          Tennessee         202,000          202,000          967,000        1,227,000          517,000        710,000


Divall Midland        Port
 Associates Limited   Washington,
Partnership II        Wisconsin         234,000          234,000        1,146,000        1,557,000          662,000        895,000


Eclectic              Eclectic,
Housing, Ltd.         Alabama            74,000           74,000          402,000          501,000          154,000        347,000


Elizabeth Square      Raceland,
 Associates, Ltd.     Louisiana         356,000          356,000        1,452,000        2,063,000          782,000      1,281,000

Emory Capital, L.P.   Emory, Texas       85,000           85,000          366,000          486,000          201,000        285,000

Emory Manor, L.P.     Emory, Texas      128,000          128,000          547,000          743,000          278,000        465,000

Idalou Manor, L.P.    Idalou, Texas     122,000          122,000          613,000          776,000          213,000        563,000

Jefferson             Jefferson,
Capital, L.P.         Texas             167,000          167,000          707,000          962,000          347,000        615,000
</TABLE>


                                       53
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                           -----------------------------------------  --------------------------------------------------------------
                                        As of March 31, 2003                                  As of December 31, 2002
--------------------------------------------------------------------  --------------------------------------------------------------
                                     Total
                                     Investment in  Amount of         Mortgage Balances   Property                           Net
                                     Local Limited  Investment        of Local Limited        &         Accumulated          Book
Partnership Name      Location       Partnerships   Paid to Date      Partnership         Equipment     Depreciation         Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>           <C>              <C>              <C>              <C>              <C>            <C>

Jefferson             Jefferson,
Manor, L.P.           Texas             179,000          179,000          756,000        1,007,000          369,000        638,000

Lakeview              Beaver Dam,
Limited Partnership   Wisconsin         264,000          264,000        1,227,000        1,589,000          486,000      1,103,000

Littlefield           Littlefield,
Manor, L.P.           Texas             118,000          118,000          588,000          748,000          207,000        541,000

Perry County          Uniontown,
Housing, Ltd.         Alabama            82,000           82,000          434,000          529,000          164,000        365,000

Pine Hill             Pine Hill,
Housing, Ltd.         Alabama           105,000          105,000          553,000          686,000          206,000        480,000

Rociada               Hereford,
Partners Ltd.         Texas             154,000          154,000          722,000          922,000          284,000        638,000

Wadley                Wadley,
Housing, Ltd.         Alabama            76,000           76,000          435,000          532,000          163,000        369,000

Whitewater Woods      Whitewater,
Limited Partnership   Wisconsin         301,000          301,000        1,283,000        1,692,000          527,000      1,165,000

Willcox
Investment Group
an Arizona Limited    Willcox,
Partnership           Arizona           245,000          245,000        1,048,000        1,338,000          369,000        969,000
                                    -----------      -----------      -----------      -----------      -----------    -----------
                                    $ 4,996,000      $ 4,996,000      $23,189,000      $30,696,000      $10,502,000    $20,194,000
                                    ===========      ===========      ===========      ===========      ===========    ===========
</TABLE>


                                       54
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                                             ---------------------------------------------------------------------------------------
                                                                           For the year ended December 31, 2002
                                             ---------------------------------------------------------------------------------------
                                                                                        Year
                                                                                        Investment                Estimated Useful
     Partnership Name                         Rental Income        Net Income\(Loss)    Acquired     Status          Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>                      <C>    <C>    <C>    <C>

Airport Road
Associates, Limited                           $ 165,000             $ (56,000)            1990       Completed              27.5

Am-Kent Associates, Ltd.                        147,000               (69,000)            1991       Completed              27.5

Arizona I Limited Partnership                   158,000               (40,000)            1990       Completed                35

Ashland Investment Group,
an Oregon Limited Partnership.                  162,000               (18,000)            1990       Completed                50

Brantley Housing, Ltd.                           70,000               (15,000)            1992       Completed                40

Brian's Village Apartments,
an Oklahoma Limited Partnership.                111,000               (27,000)            1990       Completed                30

Candleridge Apartments of Perry, L.P.           130,000               (12,000)            1992       Completed              27.5

Candleridge Apartments of Runnells, L.P.         91,000                (9,000)            1992       Completed              27.5

Casa Allegre Limited Partnership                173,000               (23,000)            1990       Completed                40

Castroville Village, Ltd.                       153,000               (17,000)            1991       Completed                50

Cherokee Square, L.P.                            91,000               (21,000)            1990       Completed                50

Divall Midland Associates
Limited Partnership II                          143,000               (42,000)            1990       Completed              27.5

Eclectic Housing, Ltd.                           52,000               (10,000)            1992       Completed                40

Elizabeth Square Associates, Ltd.               179,000               (58,000)            1994       Completed              27.5

Emory Capital, L.P.                              56,000                (5,000)            1990       Completed              27.5
</TABLE>


                                       55
<PAGE>



WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                                             ---------------------------------------------------------------------------------------
                                                                           For the year ended December 31, 2002
                                             ---------------------------------------------------------------------------------------
                                                                                        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.                                84,000                (9,000)            1990       Completed                 30

Idalou Manor, L.P.                               84,000               (28,000)            1992       Completed                 40

Jefferson Capital, L.P.                          98,000                (6,000)            1990       Completed                 50

Jefferson Manor, L.P.                            99,000               (13,000)            1990       Completed                 50

Lakeview Limited Partnership                    158,000               (22,000)            1991       Completed                 35

Littlefield Manor, L.P.                          83,000               (18,000)            1991       Completed                 40

Perry County Housing, Ltd.                       61,000                 1,000             1992       Completed                 40

Pine Hill Housing, Ltd.                          71,000                (7,000)            1992       Completed                 40

Rociada Partners Ltd.                           141,000               (26,000)            1990       Completed                 40

Wadley Housing, Ltd.                             46,000               (14,000)            1992       Completed                 40

Whitewater Woods Limited Partnership            180,000               (35,000)            1991       Completed                 35

Willcox Investment Group,
an Arizona Limited Partnership                  115,000               (37,000)            1990       Completed                 50
                                            -----------            -----------
                                            $ 3,101,000            $ (636,000)
                                            ===========            ===========
</TABLE>




                                       56
<PAGE>


                                   SIGNATURES


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

WNC HOUSING TAX CREDIT FUND II, L.P.

By:      WNC & Associates, Inc.,
         General Partner



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

Date:  November 8, 2005

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



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

Date:  November 8, 2005



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

Date:  November 8, 2005



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

Date:  November 8, 2005



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

Date:  November 8, 2005


                                       57
<PAGE>