UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

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

                        For the year ended March 31, 2008

                                       OR

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

           For the transition period from ___________ to _____________

                         Commission file number: 0-20057


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

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

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

                                 (714) 662-5565
                               (Telephone number)


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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act
Yes_____ No___X__

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes_____ No___X__

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

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

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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes____ No__X__


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

INAPPLICABLE DOCUMENTS INCORPORATED BY REFERENCE

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

NONE

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<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  State   California  on
January 19, 1990.  The  Partnership  was formed to acquire  limited  partnership
interests in other limited partnerships ("Local Limited Partnerships") which own
multi-family  housing  complexes  ("Housing  Complexes")  that are  eligible for
Federal low income housing tax credits ("Low Income  Housing Tax Credits").  The
local  general  partners  (the "Local  General  Partners") of each Local Limited
Partnership retain  responsibility  for maintaining,  operating and managing the
Housing Complexes.  Each Local Limited  Partnership is governed by its agreement
of limited partnership (the "Local Limited Partnership Agreement").

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

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

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

Description of Business

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

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

The Partnership  originally invested in twenty-seven Local Limited Partnerships,
one of which has been sold or  otherwise  disposed  of as of March 31,  2008 and
three  were sold  subsequent  to March 31,  2008.  Each of these  Local  Limited

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<PAGE>

Partnerships owns or did own a Housing Complex that was eligible for the Federal
Low Income  Housing Tax Credit.  Certain  Local  Limited  Partnerships  may also
benefit from additional  government  programs  promoting low- or moderate-income
housing.

Exit Strategy

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

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

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the General  Partner in its  discretion.  All of the Local Limited  Partnerships
have completed the 15-year compliance  period.  While liquidation of the Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of March 31, 2008. All Local Limited Partnerships have completed the
15-year compliance period as of March 31, 2008.

Housing Complex Disposed

During the year ended March 31, 2008 the Partnership sold the Housing Complex of
one Local  Limited  Partnership,  Lake View,  a California  limited  partnership
("Lake  View").  Lake  View  owns the  Lake  View  Apartments  (the  "Lake  View
Property")  located in Beaver Dam,  Wisconsin.  Consistent  with the  investment
objectives of the Partnership,  the Lake View Property  qualified for Low Income
Housing Tax Credits under the Internal  Revenue Code for a 10-year  period.  The
Low Income  Housing  Tax Credit  period has  expired  and no further  Low Income
Housing Tax Credits are being  generated by the Lake View Property.  The 15-year
Federal  compliance  period has also  expired,  so there  would be no Low Income
Housing Tax Credits recapture upon the transfer of the Lake View Property.

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

As of August 17, 2007, the Partnership  achieved 51% approval  necessary for the
disposition.  The  disposition  of Lake View  Property  was closed on August 29,
2007. The Housing Complex sold for $1,757,000.  The General Partner of Lake View
Property was paid approximately $157,000, the existing mortgage in the amount of
$1,208,000  was  paid,  $364,000  was  distributed  to the  Partnership  and the
remaining $17,000 was used to pay for title,  escrow and legal expenses relating
to the  disposition.  An additional  $10,000 was being held to pay for the final
audit and tax return preparation.  On August 29, 2007 the Partnership received a
cash  distribution  in the amount of $342,000  the other  $22,000 was being held
with the  attorney to pay the  Partnership's  non-resident  state  income tax in
relation to the disposition.  On December 17, 2007, the Partnership  distributed
$238,000  to the  Limited  Partners  as  outlined  in the proxy.  The  remaining
$104,000 was used to pay accrued  asset  management  fees and amounts due to the
General Partner.

Subsequent  to March 31,  2008,  the  Partnership  sold its Limited  Partnership
interests  in  Ashland  Investment  Group  ("Ashland"),   Cherokee  Square  Ltd.
("Cherokee") and Wilcox Investment Group ("Wilcox").  Ashland was appraised with
a value of $960,000 and the outstanding  mortgage debt was $1,342,707,  Cherokee
was appraised with a value of $584,000 and had an outstanding  mortgage  balance
of $940,544 and Wilcox was appraised at $1,060,000 and had outstanding  mortgage
debt of  $1,026,339.  Both  Ashland and Wilcox were  subject to terms  contained
within an Option Agreement.  Per each Option Agreement the Local General Partner
could  purchase  the Limited  Partnership  interest for the  appraised  value at
restricted  rents.  As noted  above,  the  appraised  value  was  less  than the

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<PAGE>

outstanding debt for Ashland,  but the Partnership was able to negotiate $25,000
from the purchaser as a transaction  fee. The Partnership  received  $33,000 for
the sale of its Limited Partnership  interest in Wilcox which was the difference
between the appraised value and the outstanding debt. Cherokee,  did not have an
Option  Agreement but the Local General Partner was interested in purchasing the
Limited  Partnership  interest  in  the  property.  Although,  Cherokee  had  an
appraisal  value less than the debt, the Local General Partner agreed to pay the
Partnership  $20,000 to cover all transfer  costs,  including legal expenses and
the  appraisal  costs.  Therefore  the Local  Limited  Partnership  interest  of
Cherokee was purchased by the Local General Partner. The total cash received for
all three  dispositions  was  $78,000  which is being  kept in the  Partnerships
reserves  to pay the  costs  incurred  related  to both  dispositions  and other
operating expenses of the Partnership.

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

Item 1A.  Risk Factors

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

     a.   Risks  arising from the  Internal  Revenue  Code rules  governing  Low
          Income Housing Tax Credits

     Unless a bond is posted or a Treasury  Direct Account is  established,  Low
Income Housing Tax Credits may be recaptured if Housing  Complexes are not owned
and operated for 15 years.  Housing  Complexes must comply with Internal Revenue
Code  Section 42 for the  15-year  Compliance  Period.  Low Income  Housing  Tax
Credits will be recaptured with interest to the extent that a Housing Complex is
not rented as low  income  housing  or in some  other way does not  satisfy  the
requirements of Internal  Revenue Code Section 42 during the Compliance  Period.
For  example,  unless  a  bond  is  posted  or  a  Treasury  Direct  Account  is
established, recapture with interest would occur if:

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

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

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

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

     Sales of Housing  Complexes after 15 years are subject to limitations which
may impact a Local Limited  Partnership's  ability to sell its Housing  Complex.
Each  Local  Limited  Partnership   executes  an  extended  low  income  housing
commitment with the state in which the Housing Complex is located.  The extended
low income housing  commitment states the number of years that the Local Limited
Partnership  and any  subsequent  owners  must rent the  Housing  Complex as low
income housing. Under Federal law, the commitment must be for at least 30 years.
The commitment,  actually agreed to, may be significantly  longer than 30 years.
In prioritizing  applicants for Low Income Housing Tax Credits, most states give
additional  points for commitment  periods in excess of 30 years. On any sale of
the Housing  Complex during the commitment  period,  the purchaser would have to
agree to  continue  to rent the  Housing  Complex as low income  housing for the
duration of the  commitment  period.  This  requirement  reduces  the  potential

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<PAGE>

market, and possibly the sales price, for the Housing  Complexes.  The sale of a
Housing  Complex  may be subject to other  restrictions.  For  example,  Federal
lenders or subsidizers may have the right to approve or disapprove a purchase of
a Housing Complex.  Accordingly,  there can be no assurance that a Local Limited
Partnership will be able to sell its Housing Complex.  Even if it does so, there
can be no assurance that any  significant  amount of cash will be distributed to
the Limited Partners.  As a result, a material portion of the Low Income Housing
Tax  Credits  may  represent  a return of the money  originally  invested in the
Partnership.

     b.   Risks related to investment in Local Limited  Partnerships and Housing
          Complexes

     Because the  Partnership has few  investments,  each investment will have a
great impact on the  Partnership's  results of  operations.  Any single  Housing
Complex  experiencing  poor  operating  performance,   impairment  of  value  or
recapture of Low Income Housing Tax Credits will have a significant  impact upon
the Partnership as a whole.

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

     The Partnership  does not control the Local Limited  Partnerships  and must
rely on the Local General  Partners.  The Local  General  Partners will make all
management  decisions  for  the  Local  Limited  Partnerships  and  the  Housing
Complexes. The Partnership has very limited rights with respect to management of
the Local Limited Partnerships. The Partnership will not be able to exercise any
control  with  respect  to Local  Limited  Partnership  business  decisions  and
operations.  Consequently,  the  success of the  Partnership  will depend on the
abilities of the Local General Partners.

     Housing  Complexes  subsidized by other government  programs are subject to
additional  rules  which  may make it  difficult  to  operate  and sell  Housing
Complexes.  Some  or  all of  the  Housing  Complexes  receive  or  may  receive
government  financing or operating  subsidies in addition to Low Income  Housing
Tax Credits. The following are risks associated with some such subsidy programs:

     o    Obtaining tenants for the Housing  Complexes.  Government  regulations
          limit the  types of  people  who can rent  subsidized  housing.  These
          regulations may make it more difficult to rent the  residential  units
          in the Housing Complexes.
     o    Obtaining  rent  increases.  In many cases rents can only be increased
          with the prior approval of the subsidizing agency.
     o    Limitations  on cash  distributions.  The  amount  of cash that may be
          distributed to owners of subsidized Housing Complexes is less than the
          amount  that could be earned by the owners of  non-subsidized  Housing
          Complexes.
     o    Limitations on sale or refinancing of the Housing  Complexes.  A Local
          Limited  Partnership  may be unable to sell its Housing  Complex or to
          refinance  its  mortgage  loan  without  the  prior  approval  of  the
          subsidizer.   The   subsidizer  may  withhold  such  approval  in  the
          discretion of the  subsidizer.  Approval may be subject to conditions,
          including  the condition  that the purchaser  continues to operate the
          property as affordable  housing for terms which could be as long as 30
          years or more. In addition, any prepayment of a mortgage may result in
          the assessment of a prepayment penalty.

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<PAGE>

     o    Limitations  on transfers of interests in Local Limited  Partnerships.
          The  Partnership may be unable to sell its interest in a Local Limited
          Partnership  without  the  prior  approval  of  the  subsidizer.   The
          subsidizer  may  withhold  such  approval  in  the  discretion  of the
          subsidizer. Approval may be subject to conditions.
     o    Limitations  on removal and admission of Local General  Partners.  The
          Partnership  may be unable to remove a Local  General  Partner  from a
          Local Limited  Partnership  except for cause, such as the violation of
          the rules of the subsidizer. Regulations may prohibit the removal of a
          Local General  Partner or permit  removal only with the prior approval
          of the  subsidizer.  Regulations  may  also  require  approval  of the
          admission of a successor  Local General Partner even upon the death or
          other disability of a Local General Partner.
     o    Limitations  on subsidy  payments.  Subsidy  payments  may be fixed in
          amount and subject to annual  legislative  appropriations.  The rental
          revenues  of  a  Housing  Complex,  when  combined  with  the  maximum
          committed subsidy,  may be insufficient to meet obligations.  Congress
          or the state legislature,  as the case may be, may fail to appropriate
          or increase  the  necessary  subsidy.  In those  events,  the mortgage
          lender  could  foreclose  on the  Housing  Complex  unless  a  workout
          arrangement could be negotiated.
     o    Possible changes in applicable regulations. Legislation may be enacted
          which adversely revises provisions of outstanding mortgage loans. Such
          legislation has been enacted in the past.
     o    Limited Partners may not receive  distributions  if Housing  Complexes
          are sold. There is no assurance that Limited Partners will receive any
          cash  distributions from the sale or refinancing of a Housing Complex.
          The price at which a Housing Complex is sold may not be high enough to
          pay the mortgage and other  expenses  which must be paid at such time.
          If that happens,  a Limited  Partner's return may be derived only from
          the Low Income Housing Tax Credits and tax losses.

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

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

     The Partnership's  investment  protection policies will be worthless if the
net worth of the Local  General  Partners  is not  sufficient  to satisfy  their
obligations.  There is a risk that the Local General  Partners will be unable to
perform their financial obligations to the Partnership.  The General Partner has
not established a minimum net worth  requirement for the Local General Partners.
Rather,  each Local General  Partner  demonstrates a net worth which the General
Partner believes is appropriate under the circumstances. The assets of the Local
General  Partners are likely to consist  primarily  of real estate  holdings and
similar  assets.  The fair market value of these types of assets is difficult to
estimate.  These  types of assets  cannot be readily  liquidated  to satisfy the
financial  guarantees and commitments  which the Local General  Partners make to
the Partnership.  Moreover,  other creditors may have claims on these assets. No
escrow  accounts or other  security  arrangements  will be established to ensure
performance  of a Local  General  Partner's  obligations.  The cost to enforce a
Local General Partner's obligations may be high. If a Local General Partner does
not satisfy its obligations  the  Partnership may have no remedy,  or the remedy
may be limited to removing the Local General  Partner as general  partner of the
Local Limited Partnership.

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<PAGE>

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

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

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

     c.   Tax risks other than those relating to tax credits

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

          No  opinion of counsel  as to  certain  matters.  No legal  opinion is
          obtained regarding matters:

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

The more significant of these matters include:

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

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

     Passive activity rules will limit deduction of the Partnership's losses and
impose tax on interest  income.  The Internal Revenue Code imposes limits on the
ability of most investors to claim losses from  investments  in real estate.  An
individual may claim these so-called  passive losses only as an offset to income
from  investments  in real estate or rental  activities.  An individual  may not
claim  passive  losses as an  offset  against  other  types of  income,  such as

                                       8
<PAGE>

salaries,  wages,  dividends and interest.  These  passive  activity  rules will
restrict the ability of most Limited Partners to use losses from the Partnership
as an offset of non-passive income.

     The  Partnership  may earn interest  income on its reserves and loans.  The
passive activity rules generally will categorize  interest as portfolio  income,
and not passive income.  Passive losses cannot be used as an offset to portfolio
income.  Consequently,  a Limited  Partner  could pay tax liability on portfolio
income from the Partnership.

     At risk rules might  limit  deduction  of the  Partnership's  losses.  If a
significant portion of the financing used to purchase Housing Complexes does not
consist of  qualified  nonrecourse  financing,  the "at risk" rules will limit a
Limited Partner's ability to claim Partnership  losses to the amount the Limited
Partner invests in the Partnership.  The "at risk" rules of the Internal Revenue
Code generally limit a Limited Partner's ability to deduct Partnership losses to
the sum of:

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

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

     Tax  liability  on sale of  Housing  Complex or Local  Limited  Partnership
Interest  may  exceed the cash  available  from the sale.  When a Local  Limited
Partnership  sells a Housing  Complex it will recognize gain. Such gain is equal
to the difference between:

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

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

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

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

     Alternative  minimum tax  liability  could reduce a Limited  Partner's  tax
benefits. If a Limited Partner pays alternative minimum tax, the Limited Partner
could suffer a reduction in benefits from an investment in the Partnership.  The
application of the alternative  minimum tax is personal to each Limited Partner.
Tax credits may not be utilized to reduce alternative minimum tax liability.

     IRS  could  audit  the  returns  of  the  Partnership,  the  Local  Limited
Partnerships  or the Limited  Partners.  The IRS can audit the  Partnership or a
Local Limited  Partnership  at the entity level with regard to issues  affecting
the  entity.  The IRS does not have to audit  each  Limited  Partner in order to
challenge a position taken by the  Partnership  or a Local Limited  Partnership.
Similarly,  only  one  judicial  proceeding  can  be  filed  to  contest  an IRS
determination.  A contest  by the  Partnership  of any IRS  determination  might
result in high legal fees.

     An audit of the  Partnership  or a Local  Limited  Partnership  also  could
result in an audit of a Limited  Partner.  An audit of a Limited  Partner's  tax
returns  could  result in  adjustments  both to items  that are  related  to the
Partnership and to unrelated  items.  The Limited Partner could then be required
to file amended tax returns and pay additional tax plus interest and penalties.

                                       9
<PAGE>

     A successful IRS challenge to tax allocations of the Partnership or a Local
Limited  Partnership  would  reduce the tax  benefits  of an  investment  in the
Partnership.  Under the Internal  Revenue  Code, a  partnership's  allocation of
income, gains, deductions, losses and tax credits must have substantial economic
effect.   Substantial  economic  effect  is  a  highly-technical   concept.  The
fundamental  principle is two-fold.  If a partner will benefit economically from
an item of  partnership  income or gain,  that item must be  allocated to him so
that he bears the correlative tax burden.  Conversely,  if a partner will suffer
economically  from an item of partnership  deduction or loss,  that item must be
allocated  to  him  so  that  he  bears  the  correlative  tax  benefit.   If  a
partnership's  allocations do not have  substantial  economic  effect,  then the
partnership's tax items are allocated in accordance with each partner's interest
in the  partnership.  The  IRS  might  challenge  the  allocations  made  by the
Partnership:

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

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

     Tax  liabilities  could  arise in later years of the  Partnership.  After a
period  of  years  following  commencement  of  operations  by a  Local  Limited
Partnership,  the Local Limited  Partnership  may generate  profits  rather than
losses.  A Limited Partner would have tax liability on his share of such profits
unless he could offset the income with:

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

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

     IRS challenge to tax treatment of expenditures could reduce losses. The IRS
may  contend  that  fees and  payments  of the  Partnership  or a Local  Limited
Partnership:

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

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

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

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

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

                                       10
<PAGE>

     New administrative or judicial  interpretations of the law might reduce the
value of Low Income Housing Tax Credits.  Many of the provisions of the Internal
Revenue Code related to low income housing and real estate  investments have not
been interpreted by the IRS in regulations,  rulings or public announcements, or
by the courts.  In the future,  these provisions may be interpreted or clarified
by the IRS or the  courts in a manner  adverse to the  Partnership  or the Local
Limited Partnerships.  The IRS constantly reviews the Federal tax rules, and can
revise its  interpretations  of established  concepts.  Any such revisions could
reduce  or  eliminate  tax  benefits   associated  with  an  investment  in  the
Partnership.

     State income tax laws may adversely affect the Limited Partners.  A Limited
Partner  may be  required  to file  income tax returns and be subject to tax and
withholding  in each  state or local  taxing  jurisdiction  in which:  a Housing
Complex is located,  the Partnership or a Local Limited  Partnership  engages in
business  activities,  or the Limited Partner is a resident.  Corporate  Limited
Partners may be required to pay state franchise taxes.

     The tax treatment of particular  items under state or local income tax laws
may vary  materially  from the  Federal  income  tax  treatment  of such  items.
Nonetheless,  many of the Federal income tax risks associated with an investment
in the  Partnership  may also apply  under  state or local  income tax law.  The
Partnership may be required to withhold state taxes from distributions or income
allocations to Limited Partners in some instances.

     d.   Risks related to the Partnership and the Partnership Agreement

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

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

     The Limited Partners will not control the Partnership and must rely totally
on the General Partner.  The General Partner will make all management  decisions
for the Partnership.  Management  decisions include exercising powers granted to
the Partnership by a Local Limited  Partnership.  Limited Partners have no right
or power to take part in Partnership management.

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

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

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

                                       11
<PAGE>

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

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

     Payment of fees to the General  Partner  and its  affiliates  reduces  cash
available for investment in Local Limited Partnerships.  The General Partner and
it affiliates perform many services for the Partnership.  They are paid fees for
these services,  which reduce the amount of the cash available for investment in
Local Limited  Partnerships.  Accordingly,  an investor  investing directly in a
Housing  Complex would have a greater amount  available for  investment  than an
investor investing in Housing Complexes through the Partnership.

     Associates and its  affiliates are serving as the general  partners of many
other  partnerships.  Depending on their corporate area of  responsibility,  the
officers of Associates initially devote approximately 5% to 50% of their time to
the Partnership.  These individuals spend significantly less time devoted to the
Partnership after the investment of the  Partnership's  capital in Local Limited
Partnerships.

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

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

     The   Partnership's   accrued  payables  consist  primarily  of  the  asset
management fees payable to the General Partner. These accrued payables increased
by  approximately  $37,000,  $163,000 and $158,000 for the years ended March 31,
2008, 2007 and 2006  respectively.  The  Partnership's  future  contractual cash
obligations  consist  solely  of its  obligations  to pay  future  annual  asset
management  fees. These will equal  approximately  $116,000 per year through the
termination  of the  Partnership,  which must occur no later than  December  31,
2045.  Though the amounts  payable to the General  Partner and/or its affiliates
are  contractually  currently  payable,  the  Partnership  anticipates  that the
General  Partner  and/or its  affiliates  will not  require the payment of these
contractual obligations until capital reserves are in excess of the aggregate of
the  existing   contractual   obligations  and  anticipated  future  foreseeable
obligations of the  Partnership.  The  Partnership  would be adversely  affected
should the General  Partner and/or its affiliates  demand current payment of the
existing  contractual  obligations and or suspend services for this or any other
reason.

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

                                       12
<PAGE>

Item 1B.  Unresolved Staff Comments

Not Applicable

Item 2. Properties

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

                                       13
<PAGE>
<TABLE>
<CAPTION>

                                                           --------------------------  ---------------------------------------------
                                                               As of March 31, 2008                As of December 31, 2007
                                                           --------------------------  ---------------------------------------------
                                                          Partnership's                          Estimated
                                                             Total        Amount of              Aggregate           Mortgate
                                                          Investment in   Investment             Low Income      Balances of Local
Local Limited                        General Partner      Local Limited    Paid to     Number    Housing Tax         Limited
Partnership Name      Location            Name             Partnership       Date     of Units   Credits (1)       Partnership
------------------------------------------------------------------------------------------------------------------------------------
                                                           <S>           <C>             <C>    <C>             <C>

Airport Road          Slidel,        Clifford E. Olsen,     $  334,000    $  334,000      40     $   695,000     $    1,412,000
Associates, Limited   Louisiana      Olsen Securities
                                     Corporation

Am-Kent               Amite &        Olsen Securities          232,000       232,000      32         585,000          1,086,000
Associates, Ltd.      Kentwood,      Corporation
                      Louisiana


Arizona I Limited     Showlow,       Western States            320,000       320,000      42         617,000          1,446,000
Partnership           Arizona        Housing Corporation
                                     and Joe W. Roberts
                                     Company

Ashland Investment    Ashland,       Ronald D. Bettencourt     300,000       300,000      40         666,000          1,343,000
Group, an Oregon      Oregon
Limited
Partnership (2)

Brantley              Brantley,      Thomas H. Cooksey and     108,000       108,000      19         287,000            556,000
Housing, Ltd.         Alabama        Apartment Developers,
                                     Inc.

Brian's Village       Mannford,      Robert W. Green and       176,000       176,000      28         374,000            734,000
Apartments, an        Oklahoma       Emerald Development
Oklahoma Limited                     Co., Inc.
Partnership

Candleridge           Perry,         Eric A Sheldahl            93,000        93,000      23         224,000            565,000
Apartments of         Iowa
Perry, L.P.

Candleridge           Runnels,       Eric A. Sheldahl           58,000        58,000      15         141,000            344,000
Apartments of         Iowa
Runnells, L.P.
</TABLE>

                                                                14
<PAGE>

<TABLE>
<CAPTION>
                                                           ------------------------------- -----------------------------------------
                                                               As of March 31, 2008                As of December 31, 2007
                                                           ------------------------------- -----------------------------------------
                                                          Partnership's                          Estimated
                                                             Total        Amount of              Aggregate           Mortgage
                                                          Investment in   Investment             Low Income      Balances of Local
Local Limited                        General Partner      Local Limited    Paid to     Number    Housing Tax         Limited
Partnership Name      Location            Name             Partnership       Date     of Units   Credits (1)       Partnership
------------------------------------------------------------------------------------------------------------------------------------
                                                           <S>           <C>             <C>    <C>            <C>

Casa Allegre          Las Vegas,     Western States         $  318,000   $  318,000       42     $     635,000   $    1,288,000
Limited               New Mexico     Housing Corporation,
Partnership                          ABO Corporation and
                                     Alan D. Nofsker

Castroville           Castroville,   Doublekaye Corp and       165,000      165,000       40           426,000          889,000
Village, Ltd.         Texas          Gary L. Kersch

Cherokee Square,      Rogersville,   Douglas B. Parker and     202,000      202,000       31           418,000          946,000
L.P. (2)              Tennessee      Billy D. Cobb

Divall Midland        Port           Gary J. DiVall            234,000      234,000       32           489,000        1,120,000
Associates Limited    Washington,
Partnership II        Wisconsin

Eclectic              Eclectic,      Thomas H. Cooksey          74,000       74,000       15           216,000          382,000
Housing, Ltd          Alabama        and Apartment
                                     Developers, Inc.

Elizabeth Square      Raceland       Olsen Securities          356,000      356,000       48           748,000        1,411,000
Associates, Ltd.      Louisiana      Corp.

Emory Capital, L.P.   Emory, Texas   1600 Capital Company,      85,000       85,000       16           175,000          359,000
                                     Inc.

Emory Manor, L.P.     Emory, Texas   1600 Capital Company,     128,000      128,000       24           206,000          536,000
                                     Inc.

Idalou Manor, L.P.    Idalou, Texas  1600 Capital Company,     122,000      122,000       24           290,000          601,000
                                     Inc.

Jefferson Capital,    Jefferson      1600 Capital Company,     167,000      167,000       30           269,000          694,000
L.P.                  Texas          Inc.
</TABLE>

                                                                15
<PAGE>
<TABLE>
<CAPTION>

                                                           ------------------------------- -----------------------------------------
                                                               As of March 31, 2008                As of December 31, 2007
                                                           ------------------------------- -----------------------------------------
                                                          Partnership's
                                                             Total        Amount of              Aggregate           Mortgage
                                                          Investment in   Investment             Low Income      Balances of Local
Local Limited                        General Partner      Local Limited    Paid to     Number    Housing Tax         Limited
Partnership Name      Location            Name             Partnership       Date     of Units   Credits (1)       Partnership
------------------------------------------------------------------------------------------------------------------------------------
                                                           <S>           <C>            <C>       <C>           <C>

Jefferson Manor,      Jefferson,     1600 Capital              179,000      179,000       32           362,000          742,000
L.P.                  Texas          Company, Inc.

Littlefield Manor,    Littlefield,   1600 Capital              118,000      118,000       24           280,000          577,000
L.P.                  Texas          Company, Inc.

Perry County          Uniontown,     Thomas H. Cooksey          82,000       82,000       15           215,000          425,000
Housing, Ltd.         Alabama        and Apartment
                                     Developers, Inc.

Pine Hill Housing,    Pine Hill,     Thomas H. Cooksey         105,000      105,000       19           267,000          533,000
Ltd.                  Alabama        and Apartment
                                     Developers, Inc.

Rociada               Hereford,      Richard Lee (Rick)        154,000      154,000       28           316,000          706,000
Partners Ltd          Texas          Brown

Wadley                Wadley,        Thomas H. Cooksey          76,000       76,000       15           213,000          426,000
Housing, Ltd.         Alabama        and Apartment
                                     Developers, Inc.

Whitewater Woods      Whitewater,    Thomas G. Larson,         301,000      301,000       40           603,000        1,258,000
Limited Partnership   Wisconsin      William H. Larson, and
                                     Raymond L. Tetzlaff

Willcox Investment    Willcox,       John P. Casper            245,000      245,000       30           490,000        1,026,000
Group, an Arizona     Arizona
Limited                                                     -----------  -----------     ---     --------------  ---------------
Partnership (2)
                                                            $ 4,732,000  $ 4,732,000     744     $  10,207,000   $    21,405,000
                                                            ===========  ===========     ===     =============   ===============

                                                                16
</TABLE>
<PAGE>

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

(2) Local Limited Partnership was identified for disposition and sold subsequent
to March 31, 2008.

                                       17

<PAGE>
<TABLE>
<CAPTION>

                             --------------------------------------------------------------------
                                                For the year ended December 31, 2007
                             --------------------------------------------------------------------
                                                                       Low Income Housing Tax
 Local Limited Partnership                                              Credits Allocated to
           Name                  Rental Income   Net Income (Loss)          Partnership
------------------------------------------------------------------  -----------------------------
                                <S>             <C>                              <C>

Airport Road Associates,         $    210,000    $      (38,000)                  99%
Limited

Am-Kent Associates, Ltd.              192,000           (64,000)                  99%

Arizona I Limited Partnership         223,000           (25,000)                  99%

Ashland Investment Group, an
Oregon Limited Partnership (2)        210,000            (4,000)                  99%

Brantley Housing, Ltd.                 80,000            (7,000)                  99%

Brian's Village Apartments, an
Oklahoma Limited Partnership          137,000             2,000                   99%

Candleridge Apartments of
Perry, L.P.                           125,000           (17,000)                  99%

Candleridge Apartments of
Runnells, L.P.                        103,000             8,000                   99%

Casa Allegre Limited
Partnership                           209,000            (2,000)                  99%

Castroville Village, Ltd.             210,000           (13,000)                  99%

Cherokee Square, L.P. (2)             117,000           (10,000)                  99%

Divall Midland Associates
Limited Partnership II                152,000           (33,000)                  99%

Eclectic Housing, Ltd.                 65,000             1,000                   99%

Elizabeth Square Associates,
Ltd.                                  235,000           (83,000)                  99%

Emory Capital, L.P.                    64,000           (15,000)                  99%

Emory Manor, L.P.                      88,000            (8,000)                  99%

Idalou Manor, L.P.                     96,000            (6,000)                  99%

Jefferson Capital, L.P.               111,000           (13,000)                  99%

Jefferson Manor, L.P.                 109,000           (13,000)                  99%

Littlefield Manor, L.P.                93,000           (20,000)                  99%
</TABLE>

                                       18
<PAGE>
<TABLE>
<CAPTION>

                             --------------------------------------------------------------------
                                                For the year ended December 31, 2007
                             --------------------------------------------------------------------
                                                                       Low Income Housing Tax
 Local Limited Partnership                                              Credits Allocated to
           Name                  Rental Income   Net Income (Loss)          Partnership
------------------------------------------------------------------  -----------------------------
                              <S>               <C>                              <C>

Perry County Housing, Ltd.             67,000            (2,000)                  99%

Pine Hill Housing, Ltd.                86,000            (5,000)                  99%

Rociada Partners Ltd.                 116,000           (13,000)                  99%

Wadley Housing, Ltd.                   69,000             6,000                   99%

Whitewater Woods Limited
Partnership                           189,000           (22,000)                  99%

Willcox Investment Group, an
Arizona Limited Partnership (2)       194,000            35,000                   99%
                                -------------    --------------

                                $   3,550,000    $     (361,000)
                                =============    ===============
</TABLE>

(2) Local Limited Partnership was identified for disposition and sold subsequent
to March 31, 2008

                                                 19
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
March 31, 2008
<TABLE>
<CAPTION>
                                                                        Occupancy Rates
                                                         -----------------------------------------------
                                                                        As of December 31
                                                         -----------------------------------------------
Local Limited                          General Partner
Partnership Name        Location            Name                2007     2006     2005     2004     2003
--------------------------------------------------------------------------------------------------------
                                                                <S>      <C>      <C>      <C>      <C>

Airport Road            Slidell,      Clifford E. Olsen,
Associates, Limited     Louisiana     Olsen Securities
                                      Corporation                93%      98%      98%      98%      97%

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

Arizona I Limited       Showlow,      Western States
Partnership             Arizona       Housing Corporation
                                      and Joe W. Roberts
                                      Company                    88%      93%     100%      81%      64%

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

Brantley Housing,       Brantley,     Thomas H. Cooksey and
Ltd.                    Alabama       Apartment Developers,
                                      Inc.                       84%      89%     89%       89%      79%

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

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

Candleridge             Runnells      Eric A. Sheldahl
Apartments of           Iowa
Runnells, L.P.                                                   93%     100%    100%       100%     87%
</TABLE>

                                                 20

<PAGE>

WNC Housing Tax Credit Fund II, L.P.
March 31, 2008
<TABLE>
<CAPTION>
                                                                        Occupancy Rates
                                                         -----------------------------------------------
                                                                        As of December 31
                                                         -----------------------------------------------
Local Limited                          General Partner
Partnership Name        Location            Name                2007     2006     2005     2004     2003
--------------------------------------------------------------------------------------------------------
                                                               <S>       <C>     <C>       <C>

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

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

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

Divall Midland          Port          Gary J. DiVall
Associates Limited      Washington,
Partnership II          Wisconsin                                97%      94%     100%      100%     88%

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

Elizabeth Square       Raceland,      Olsen Securities
Associates, Ltd.       Louisiana      Corp.                      98%      98%     100%      100%     96%

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

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

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

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

</TABLE>
                                                 21

<PAGE>

WNC Housing Tax Credit Fund II, L.P.
March 31, 2008
<TABLE>
<CAPTION>
                                                                        Occupancy Rates
                                                         -----------------------------------------------
                                                                        As of December 31
                                                         -----------------------------------------------
Local Limited                          General Partner
Partnership Name        Location            Name                2007     2006     2005     2004     2003
--------------------------------------------------------------------------------------------------------
                                                               <S>       <C>      <C>       <C>     <C>

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

Lake View Limited       Beaver Dam,   Tomas L Larson,
Partnership             Wisconsin     William H. Larson, and
                                      Raymond L. Tetzlaff        N/A      95%      90%       93%    100%

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

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

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

Rociada Partners        Hereford,     Richard Lee (Rick)
Ltd.                    Texas         Brown                     100%      96%     100%      100%     93%

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

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

Willcox Investment      Willcox,      John P. Casper
Group, an Arizona       Arizona
Limited Partnership                                              90%      87%     100%       97%     93%
                                                                ----     ----     ----      ----    ----
                                                                 95%      94%      95%       94%     93%
                                                                ====     ====     ====      ====    ====
</TABLE>

N/A - The Partnership sold its interest in the Local Limited  Partnership  prior
to December 31, 2007

                                                 22
<PAGE>

Item 3.  Legal Proceedings

NONE

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

NONE

PART II.

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
        Issuer Purchases of Equity Securities

Item 5a.

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

(b)  At March 31,  2008,  there were 560 Limited  Partners  and 0  assignees  of
     Partnership Units who were not admitted as Limited Partners.

(c)  The Partnership was not designed to provide cash  distributions  to Limited
     Partners in  circumstances  other than  refinancing  or  disposition of its
     investments in Local Limited Partnerships.  Any such distributions would be
     made in accordance with the terms of the Partnership Agreement.  During the
     years  ended  March 31,  2008,  2007 and 2006,  the  Partnership  made cash
     distributions to the Limited Partners of $238,265, $0 and $0, which equated
     to $34.04, $0 and $0 per Partnership Unit, respectively.

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

(e)  The Partnership does not issue common stock

(f)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2008.

Item 5b. Use of Proceeds

NOT APPLICABLE

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

NONE

                                       23
<PAGE>


Item 6.  Selected Financial Data

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

                                                       For the Years Ending March 31,
                                  -----------------------------------------------------------------------------------

                                       2008             2007             2006             2005             2004
                                  ---------------   --------------   --------------   -------------   ---------------
                                 <S>               <C>              <C>              <C>             <C>

ASSETS
Cash                              $       36,267    $      75,484    $      83,339    $     83,245    $      101,711
Investments in Local Limited
  Partnerships, net                            -                -                -               -                 -
                                  ---------------   --------------   --------------   -------------   ---------------

       Total Assets               $       36,267    $      75,484    $      83,339    $     83,245    $      101,711
                                  ===============   ==============   ==============   =============   ===============

LIABILITIES
Accrued fees and expenses due to
  General Partner and affiliates  $    2,258,941    $   2,221,528    $   2,058,634    $  1,900,629    $    1,758,534

Accounts payable                               -            1,575                -               -                 -
                                  ---------------   --------------   --------------   -------------   ---------------

Total Liabilities                      2,258,941        2,223,103        2,058,634       1,900,629         1,758,534

        PARTNERS' DEFICIT             (2,222,674)      (2,147,619)      (1,975,295)     (1,817,384)       (1,656,823)
                                  ---------------   --------------   --------------   -------------   ---------------

        Total Liabilities and
        Partners' Deficit         $       36,267    $      75,484    $      83,339    $     83,245    $      101,711
                                  ===============   ==============   ==============   =============   ===============
</TABLE>

                                                           24
<PAGE>

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

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

                                    2008              2007              2006             2005              2004
                                --------------    -------------     -------------    --------------    --------------
                               <S>               <C>               <C>              <C>               <C>

Loss  from operations
(Note 1)                        $    (200,820)    $   (172,661)     $  (158,312)     $    (160,844)    $   (427,206)
Equity in losses of Local
  Limited Partnerships                      -                -                -                  -          (39,221)
Gain on sale of Local
Limited Partnership                   363,905                -                -                  -                -
Interest income                           125              337              401                283              534
                                --------------    -------------     -------------    --------------    -------------
Net income (loss)               $     163,210     $   (172,324)     $  (157,911)     $    (160,561)    $   (465,893)
                                ==============    =============     ============     ==============    =============

Net income (loss)
allocated to:

   General Partners             $       1,632     $     (1,724)     $    (1,579)     $      (1,605)    $     (4,659)
                                ==============    =============     ============     ==============    =============

   Limited Partners             $     161,578     $   (170,600)     $  (156,332)     $    (158,956)    $   (461,234)
                                ==============    =============     ============     ==============    =============

Net income (loss) per
  Partnership Unit              $       23.08     $     (24.38)     $    (22.33)     $      (22.71)    $     (65.89)
                                ==============    =============     =============    ==============    =============
Outstanding weighted
  Partnership 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 investment in Local Limited Partnerships of $256,646.
<TABLE>
<CAPTION>

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

                                     2008            2007           2006          2005          2004
                                 --------------   ------------    ----------    ----------    -----------
                                <S>              <C>             <C>           <C>           <C>

Net cash provided by
 (used in):
   Operating activities          $    (164,857)   $    (7,855)    $      94     $ (18,466)    $  (13,650)
   Investing activities                363,905              -             -             -
   Financing activities               (238,265)             -             -             -          1,418
                                 --------------   ------------    ----------    ----------    -----------
Net change in cash                     (39,217)        (7,855)           94       (18,466)       (12,232)

Cash, beginning of period               75,484         83,339        83,245       101,711        113,943
                                 --------------   ------------    ----------    ----------    -----------

Cash, end of period              $      36,267    $    75,484     $  83,339     $  83,245     $  101,711
                                 ==============   ============    ==========    ==========    ===========

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

                                     2007            2006           2005          2004          2003
                                 --------------   ------------    ----------    ----------    -----------

Federal                          $           -    $         -    $        1     $       6      $      10

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

Total                            $           -    $         -    $        1     $       6      $      10
                                 ==============   ============   ===========    ==========     ==========
</TABLE>
                                                           25

<PAGE>

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

Forward Looking Statements

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

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

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

Critical Accounting Policies and Certain Risks and Uncertainties

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

Use of Estimates

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

Method of Accounting for Investments in Local Limited Partnerships

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

"Equity in losses of Local  Limited  Partnerships"  for each year ended March 31
has been recorded by the  Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on  three  months  of  results  estimated  by  management  of  the  Partnership.
Management's  estimate  for the  three-month  period is based on  either  actual
unaudited  results  reported by the Local  Limited  Partnerships  or  historical
trends in the operations of the Local Limited Partnerships. In subsequent annual
financial  statements,  upon receiving the actual annual results reported by the
Local Limited  Partnerships,  management reverses its prior estimate and records
the actual results reported by the Local Limited Partnerships.  Equity in losses
from  the  Local  Limited  Partnerships  allocated  to  the  Partnership  is not

                                       26
<PAGE>

recognized to the extent that the  investment  balance  would be adjusted  below
zero.  As soon as the  investment  balance  reaches  zero,  the related costs of
acquiring the investment are impaired.

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

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

Income Taxes

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

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

Impact of New Accounting Pronouncements

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

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

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

                                       27
<PAGE>

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

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

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

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

Certain Risks and Uncertainties

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

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

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

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not

                                       28
<PAGE>

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,  2008  consisted  of  $36,000  in cash.
Liabilities at March 31, 2008 primarily consisted of $2,215,000 of accrued asset
management  fees and $44,000 in advance  payables  due to the General  Partners.
(See "Future Contractual Cash Obligations" below).

Results of Operations

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

Year  Ended  March  31,  2007  Compared  to  Year  Ended  March  31,  2006.  The
Partnership's  net  loss for the  year  ended  March  31,  2007 was  $(172,000),
reflecting an increase of $(14,000) from the net loss  experienced  for the year
ended  March  31,  2006 of  $(158,000).  The  increase  in net loss is due to an
increase  of  $(8,000)  in  accounting  expenses,  a  decrease  of  $(7,000)  in
distribution  income,  along  with a  decrease  of  $1,000  in  other  operating
expenses.

Liquidity and Capital Resources

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

Year Ended March 31, 2007  Compared to Year Ended March 31, 2006.  Net cash used
for the year ended March 31,  2007 was  $(8,000)  compared to net cash  provided
during the year ended March 31,  2006 of $100.  The  increase  of  approximately
$(8,000) in cash used was due primarily to an increase in change in accrued fees
and expenses due to the General Partner and affiliates of  approximately  $5,000
along with a $2,000 increase in accounts payable.

Accrued  payables,  which consist primarily of related party management fees due
to the  General  Partner,  increased  by  approximately  $37,000,  $163,000  and
$158,000 for the years ended March 31, 2008,  2007 and 2006,  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.

                                       29
<PAGE>

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through June 30, 2010.

Future Contractual Cash Obligations

The  following  table  summarizes  the  Partnership's  future  contractual  cash
obligations as of March 31, 2008:
<TABLE>
<CAPTION>

                                2009        2010       2011       2012        2013     Thereafter        Total

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

Asset management fees (1)   $ 2,348,584   $ 116,231  $ 116,231  $  116,231  $ 116,231  $  3,719,392    $6,532,900
                            -----------   ---------  ---------  ----------  ---------  ------------    ----------
Total contractual cash
   obligations              $ 2,348,584   $ 116,231  $ 116,231  $  116,231  $ 116,231  $  3,719,392    $6,532,900
                            ===========   =========  =========  ==========  =========  ============    ==========
</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, 2008 have been  included in the 2009 column.  Also,  disposals
     that occurred  subsequent to March 31, 2008 have been taken into account to
     determine future obligations.  The General Partner does not anticipate that
     these fees will be paid until such time as capital  reserves  are in excess
     of  the  aggregate  of  the  existing   contractual   obligations  and  the
     anticipated future foreseeable obligations of the Partnership.

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

Off-Balance Sheet Arrangements

The Partnerships has no off-balance sheet arrangements.

Exit Strategy

See Item 1 for information in this regard.

Impact of New Accounting Pronouncements

See footnote 1 to the financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

NOT APPLICABLE

Item 8. Financial Statements and Supplementary Data

                                       30
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

     We have audited the  accompanying  balance sheets of WNC Housing Tax Credit
Fund II, L.P. (a California  Limited  Partnership) (the Partnership) as of March
31, 2008 and 2007, and the related  statements of operations,  partners' deficit
and cash flows for each of the years in the  three-year  period  ended March 31,
2008.  The   Partnership's   management  is  responsible   for  these  financial
statements.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of WNC Housing Tax Credit Fund
II, L.P. (a California  Limited  Partnership) as of March 31, 2008 and 2007, and
the  results of its  operations  and its cash flows for each of the years in the
three-year period ended March 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.

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




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

Bethesda, Maryland
July 27, 2009



<PAGE>
<TABLE>
<CAPTION>

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

                                                            BALANCE SHEETS


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

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

ASSETS
                                                                                   <S>              <C>

Cash                                                                                $      36,267    $     75,484
Investments in Local Limited Partnerships, net (Notes 2 and 3)                                  -               -
                                                                                    --------------   -------------

    Total Assets                                                                    $      36,267    $     75,484
                                                                                    ==============   =============

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Accrued fees and expenses due to General Partner and
     affiliates (Note 3)                                                            $   2,258,941    $  2,221,528
   Accounts payable                                                                             -           1,575
                                                                                    --------------   -------------

        Total Liabilities                                                               2,258,941       2,223,103
                                                                                    --------------   -------------

Partners' deficit:
    General Partners                                                                      (79,387)        (81,019)
    Limited Partners (12,000 Partnership Units authorized;
     7,000 Partnership Units issued and outstanding)                                   (2,143,287)     (2,066,600)
                                                                                    --------------   -------------

      Total Partners' Deficit                                                          (2,222,674)     (2,147,619)
                                                                                    --------------   -------------

             Total Liabilities and Partners' Deficit                                $      36,267    $     75,484
                                                                                    ==============   =============


                                            See accompanying notes to financial statements
                                                                  32
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                       STATEMENTS OF OPERATIONS


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

                                                          2008             2007            2006
                                                      --------------    ------------    ------------
                                                     <S>               <C>             <C>

Distribution income                                   $      15,494     $     9,572     $    16,488
Reporting fees                                                  850           3,642           4,080
                                                      --------------    ------------    ------------

Total income                                                 16,344          13,214          20,568
                                                      --------------    ------------    ------------

Operating expenses:
   Asset management fees (Note 3)                           140,466         144,900         144,901
   Legal and accounting                                      46,832          35,500          27,042
   Taxes                                                     22,800             800             800
   Other                                                      7,066           4,675           6,137
                                                      --------------    ------------    ------------

    Total operating expenses                                217,164         185,875         178,880
                                                      --------------    ------------    ------------

Loss from operations                                       (200,820)       (172,661)       (158,312)

Gain on sale of investment in Local Limited
    Partnership                                             363,905               -               -

Interest income                                                 125             337             401
                                                      --------------    ------------    ------------

Net income (loss)                                     $     163,210     $  (172,324)    $  (157,911)
                                                      ==============    ============    ============

Net income (loss) allocated to:
   General Partners                                   $       1,632     $    (1,724)    $    (1,579)
                                                      ==============    ============    ============

   Limited Partners                                   $     161,578     $  (170,600)    $  (156,332)
                                                      ==============    ============    ============

Net income (loss) per Partnership Unit                $       23.08     $    (24.38)    $    (22.33)
                                                      ==============    ============    ============

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


                                            See accompanying notes to financial statements
                                                                  33
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                    STATEMENTS OF PARTNERS' DEFICIT

                                          For The Years Ended March 31, 2008, 2007, and 2006


                                                               General             Limited             Total
                                                               Partners            Partners
                                                            ---------------     ---------------    ---------------
                                                           <S>                 <C>                <C>

Partners' deficit at March 31, 2005                         $      (77,716)     $   (1,739,668)    $   (1,817,384)

Net loss                                                            (1,579)           (156,332)          (157,911)
                                                            ---------------     ---------------    ---------------

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

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

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

Net income                                                           1,632             161,578            163,210

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

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

                                            See accompanying notes to financial statements
                                                                  34
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                       STATEMENTS OF CASH FLOWS

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

                                                             2008            2007            2006
                                                          ------------    ------------    -----------
                                                         <S>             <C>             <C>

Cash flows from operating activities:
  Net income (loss)                                       $   163,210     $  (172,324)    $ (157,911)
  Adjustments to reconcile net income (loss) to
  net cash provided by (used in) operating activities:
    Change in accrued fees and expenses due to
      General Partner and affiliates                           37,413         162,894        158,005
    Change in accounts payable                                 (1,575)          1,575              -
    Gain on sale of investment in Local Limited
       Partnership                                           (363,905)              -              -
                                                          ------------    ---------------------------

Net cash provided by (used in) operating activities          (164,857)         (7,855)            94
                                                          ------------    ------------    -----------

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

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

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

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

Net increase (decrease) in cash                               (39,217)         (7,855)            94

Cash, beginning of period                                      75,484          83,339         83,245
                                                          ------------    ------------    -----------

Cash, end of period                                       $    36,267     $    75,484     $   83,339
                                                          ============    ============    ===========

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION:
   Taxes  paid to the  state of Wisconsin as a result
   of the disposition of one Housing Complex made
   directly by the closing agent of the transaction       $    22,000
                                                          ============    ============    ===========

                                            See accompanying notes to financial statements
                                                                  35
</TABLE>

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                For the Years Ended March 31, 2008, 2007 and 2006

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

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

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

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

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

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

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

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

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

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

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

                                       36
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

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

$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 Tax Credits may be the only  benefit from an  investment  in the
Partnership.

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

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

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

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

                                       37
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

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

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

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

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

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

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

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of March 31, 2008. All Local Limited Partnerships have completed the
15-year compliance period as of March 31, 2008.

During the year ended March 31, 2008 the Partnership sold the Housing Complex of
one Local  Limited  Partnership,  Lake View,  a California  limited  partnership
("Lake  View").  Lake  View  owns the  Lake  View  Apartments  (the  "Lake  View
Property")  located in Beaver Dam,  Wisconsin.  Consistent  with the  investment
objectives of the Partnership,  the Lake View Property  qualified for Low Income
Housing Tax Credits under the Internal  Revenue Code for a 10-year  period.  The
Low Income  Housing  Tax Credit  period has  expired  and no further  Low Income
Housing Tax Credits are being  generated by the Lake View Property.  The 15-year
Federal  compliance  period has also  expired,  so there  would be no Low Income
Housing Tax Credits recapture upon the transfer of the Lake View Property.

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

As of August 17, 2007, the Partnership  achieved 51% approval  necessary for the
disposition.  The  disposition  of Lake View  Property  was closed on August 29,
2007. The Housing Complex sold for $1,757,000.  The General Partner of Lake View
Property was paid approximately $157,000, the existing mortgage in the amount of
$1,208,000  was  paid,  $364,000  was  distributed  to the  Partnership  and the
remaining $17,000 was used to pay for title,  escrow and legal expenses relating
to the  disposition.  An additional  $10,000 was being held to pay for the final
audit and tax return preparation.  On August 29, 2007 the Partnership received a
cash  distribution  in the amount of $342,000  the other  $22,000 was being held
with the  attorney to pay the  Partnership's  non-resident  state  income tax in
relation to the disposition.  On December 17, 2007, the Partnership  distributed

                                       38
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

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

$238,000  to the  Limited  Partners  as  outlined  in the proxy.  The  remaining
$104,000 was used to pay accrued  asset  management  fees and amounts due to the
General Partner.

Subsequent  to March 31,  2008,  the  Partnership  sold its Limited  Partnership
interests  in  Ashland  Investment  Group  ("Ashland"),   Cherokee  Square  Ltd.
("Cherokee") and Wilcox Investment Group ("Wilcox").  Ashland was appraised with
a value of $960,000 and the outstanding  mortgage debt was $1,342,707,  Cherokee
was appraised with a value of $584,000 and had an outstanding  mortgage  balance
of $940,544 and Wilcox was appraised at $1,060,000 and had outstanding  mortgage
debt of  $1,026,339.  Both  Ashland and Wilcox were  subject to terms  contained
within an Option Agreement.  Per each Option Agreement the Local General Partner
could  purchase  the Limited  Partnership  interest for the  appraised  value at
restricted  rents.  As  noted  above  the  appraised  value  was  less  than the
outstanding  debt for Ashland but the Partnership was able to negotiate  $25,000
from the purchaser as a transaction  fee. The Partnership  received  $33,000 for
the sale of its Limited Partnership  interest in Wilcox which was the difference
between the appraised value and the outstanding debt. Cherokee,  did not have an
Option  Agreement but the Local General Partner was interested in purchasing the
Limited  Partnership  interest  in  the  property.  Although,  Cherokee  had  an
appraisal  value less than the debt, the Local General Partner agreed to pay the
Partnership  $20,000 to cover all transfer  costs,  including legal expenses and
the  appraisal  costs.  Therefore  the Local  Limited  Partnership  interest  of
Cherokee was purchased by the Local General Partner. The total cash received for
all three  dispositions  was  $78,000  which is being  kept in the  Partnerships
reserves  to pay the  costs  incurred  related  to both  dispositions  and other
operating expenses of the Partnership.

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

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

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

"Equity in losses of Local  Limited  Partnerships"  for each year ended March 31
have been recorded by the Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on  three  months  of  results,  estimated  by  management  of the  Partnership.

                                       39

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

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

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
of Local Limited Partnerships allocated to the Partnership are not recognized to
the extent that the investment  balance would be adjusted below zero. As soon as
the  investment  balance  reaches  zero,  amortization  of the related  costs of
acquiring  the  investment  are  impaired  (see Note 3).  If the  Local  Limited
Partnerships  reported net income in future years,  the Partnership  will resume
applying  the equity  method only after its share of such net income  equals the
share of net losses not  recognized  during the  period(s) the equity method was
suspended.

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

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

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

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

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

The Partnership considers all highly liquid investments with original maturities
of three months or less when purchased to be cash  equivalents.  As of March 31,
2008 and 2007, the Partnership had no cash equivalents.

Reporting Comprehensive Income
------------------------------

The  Statement of Financial  Accounting  Standards  ("SFAS") NO. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all periods presented, as defined by SFAS No. 130.

Reclassifications
-----------------

Certain  reclassifications  have  been  made  to the  2007  and  2006  financial
statements to be consistent with the 2008 presentation.

                                       40
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

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

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

Net loss per Partnership  Unit is calculated  pursuant to Statement of Financial
Accounting  Standards No. 128, Earnings per Share. Net loss per Partnership Unit
includes no dilution  and is computed  by  dividing  loss  available  to Limited
Partners by the weighted average number of Partnership Units outstanding  during
the  period.  Calculation  of  diluted  net  loss  per  Partnership  Unit is not
required.

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

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

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

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

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

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

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

                                       41
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

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

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

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

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

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

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.

                                       42

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

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

As of March 31, 2008 and 2007, the  Partnership  owns Local Limited  Partnership
interests in 26 and 27 Local Limited Partnerships, respectively. As of March 31,
2008 and 2007,  these Local Limited  Partnership's  each own one Housing Complex
consisting of an aggregate of 744 and 784  apartment  units,  respectively.  The
respective Local General Partners of the Local Limited  Partnerships  manage the
day to day  operations of the entities.  Significant  Local Limited  Partnership
business decisions require approval from the Partnership.  The Partnership, as a
limited partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses, and Low Income Housing Tax Credits of the Local Limited Partnerships.

The  Partnership's  investments  in Local Limited  Partnerships  as shown in the
balance  sheets at March 31, 2008 and 2007,  are  approximately  $4,626,000  and
$4,439,000 respectively,  greater than the Partnership's equity at the preceding
December  31 as shown in the  Local  Limited  Partnerships'  combined  financial
statements  presented  below.  This  difference  is primarily  due to unrecorded
losses as discussed below, and acquisition, selection and other costs related to
the  acquisition  of  the  investments   which  have  been  capitalized  in  the
Partnership's  investment  account along with impairment  losses recorded in the
Partnership's investment account.

At March 31, 2008 and 2007,  the  investment  accounts  in all of Local  Limited
Partnerships have reached a zero balance. Consequently, all of the Partnership's
estimate  of its share of losses for the years ended  March 31,  2008,  2007 and
2006, amounting to approximately $357,000, $505,000 and $503,000,  respectively,
have not been  recognized.  As of March 31,  2008,  the  aggregate  share of net
losses not recognized by the Partnership amounted to $4,940,000.

                                       43
<PAGE>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

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

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

                                                   COMBINED CONDENSED BALANCE SHEETS

                                                                 2007                2006
                                                            ---------------     ---------------

ASSETS
                                                           <S>                 <C>

Buildings and improvements (net of accumulated
   depreciation for 2007 and 2006 of $14,023,000 and
   $13,880,000, respectively)                               $   14,300,000      $   15,821,000
Land                                                             1,274,000           1,399,000
Other assets                                                     2,289,000           2,253,000
                                                            ---------------     ---------------

     Total assets                                           $   17,863,000      $   19,473,000
                                                            ===============     ===============

LIABILITIES

Mortgage loans payable                                      $   21,405,000      $   22,746,000
Due to related parties                                             175,000             181,000
Other liabilities                                                  347,000             412,000
                                                            ---------------     ---------------

     Total liabilities                                          21,927,000          23,339,000
                                                            ---------------     ---------------

PARTNERS' EQUITY (DEFICIT)

WNC  Housing Tax Credit Fund II, L.P.                           (4,626,000)         (4,439,000)
Other partners                                                     562,000             573,000
                                                            ---------------     ---------------

     Total partners' equity (deficit)                           (4,064,000)         (3,866,000)
                                                            ---------------     ---------------

         Total liabilities and partners' deficit            $   17,863,000      $   19,473,000
                                                            ===============     ===============
</TABLE>
                                                 44

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------
<TABLE>
<CAPTION>
                                              COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                                                 2007                2006               2005
                                                            ---------------     ---------------    ----------------
                                                           <S>                 <C>                <C>

Revenues                                                    $    3,675,000      $    3,681,000     $     3,582,000
                                                            ---------------     ---------------    ----------------

Expenses:
  Operating expenses                                             2,738,000           2,754,000           2,659,000
  Interest expense                                                 520,000             615,000             625,000
  Depreciation and amortization                                    778,000             822,000             827,000
                                                            ---------------     ---------------    ----------------

   Total expenses                                                4,036,000           4,191,000           4,111,000
                                                            ---------------     ---------------    ----------------

  Net operating  loss                                       $     (361,000)           (510,000)           (529,000)
                                                            ---------------     -----------------------------------

 Net loss allocable to the Partnership                      $     (357,000)     $     (505,000)    $      (524,000)
                                                            ===============     ===============    ================

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

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

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

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

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

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

     An annual asset  management fee equal to 0.5% of the Invested Assets of the
     Partnership,   as  defined.   "Invested   Assets"  means  the  sum  of  the
     Partnership's  investment  in Local Limited  Partnership  interests and the
     Partnership's  allocable share of mortgage loans on and other debts related
     to  the  Housing  Complexes  owned  by  such  Local  Limited  Partnerships.
     Management fees of $140,466, $144,900 and $144,901 were incurred during the
     years ended March 31, 2008, 2007 and 2006, respectively, of which $108,613,
     $2,000,  and $0 was paid during the years ended  March 31,  2008,  2007 and
     2006, respectively.

     A subordinated  disposition  fee in an amount equal to 1% of the sale price
     may be received in  connection  with the sale or  disposition  of a Housing
     Complex  or Local  Limited  Partnership  interest.  Payment  of this fee is
                                 45
<page>
                      WNC HOUSING TAX CREDIT FUND II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

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

     subordinated to the Limited Partners receiving a preferred return of 6% (as
     defined in the  Partnership  Agreement)  and is payable only if the General
     Partner or its affiliates  render services in the sales effort. No such fee
     was incurred for all periods presented.

     The  Partnership  reimbursed  the  General  Partner or its  affiliates  for
     operating  expenses incurred by the Partnership and paid for by the General
     Partner or its affiliates on behalf of the Partnership.  Operating  expense
     reimbursements  were  $46,587,  $19,406 and $21,000  during the years ended
     March 31, 2008, 2007 and 2006 respectively.

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

                                                                                               March 31,
                                                                                      -----------------------------
                                                                                         2008            2007
                                                                                      ------------   --------------
                                                                                     <S>            <C>

Expenses paid by the General Partners
   or an affiliate on behalf of the Partnership                                       $    43,882    $      38,321

Accrued asset management fees                                                           2,215,059        2,183,207
                                                                                      ------------   --------------

Total                                                                                 $ 2,258,941    $   2,221,528
                                                                                      ============   ==============
</TABLE>

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

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
                                        ---------------     ---------------    ---------------     ---------------
               2008
               ----
                                       <S>                 <C>                <C>                 <C>

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

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

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

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

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

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

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

</TABLE>
                                       46

<PAGE>
<TABLE>
<CAPTION>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

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

                                           June 30           September 30       December 31           March 31
                                        ---------------     ---------------    ---------------     ---------------
               2007
               ----
                                       <S>                 <C>                <C>                 <C>

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

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

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

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

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

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


                                           June 30           September 30       December 31           March 31
                                        ---------------     ---------------    ---------------     ---------------
               2006
               ----

Income                                  $        6,000      $        4,000     $        2,000      $        9,000

Operating expenses                             (39,000)             (50,000)          (50,000)            (40,000)

Loss from operations                           (33,000)             (46,000)          (48,000)            (31,000)

Net loss                                       (33,000)             (46,000)          (48,000)            (31,000)

Net loss available to Limited
  Partners                                     (33,000)             (46,000)          (47,000)            (30,000)

Net loss per Partnership Unit                       (5)                  (7)               (7)                 (4)
</TABLE>


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

Subsequent  to March 31,  2008,  the  Partnership  sold its Limited  Partnership
interests  in  Ashland  Investment  Group  ("Ashland"),   Cherokee  Square  Ltd.
("Cherokee") and Wilcox Investment Group ("Wilcox").  Ashland was appraised with
a value of $960,000 and the outstanding  mortgage debt was $1,342,707,  Cherokee
was appraised with a value of $584,000 and had an outstanding  mortgage  balance
of $940,544 and Wilcox was appraised at $1,060,000 and had outstanding  mortgage
debt of  $1,026,339.  Both  Ashland and Wilcox were  subject to terms  contained
within an Option Agreement.  Per each Option Agreement the Local General Partner
could  purchase  the Limited  Partnership  interest for the  appraised  value at
restricted  rents.  As noted  above,  the  appraised  value  was  less  than the
outstanding  debt for Ashland but the Partnership was able to negotiate  $25,000
from the purchaser as a transaction  fee. The Partnership  received  $33,000 for
the  sale of its Limited Partnership interest in Wilcox which was the difference

                                       47
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

NOTE 5 - SUBSEQUENT EVENTS, continued
-------------------------------------

between the appraised value and the outstanding debt. Cherokee,  did not have an
Option  Agreement but the Local General Partner was interested in purchasing the
Limited  Partnership  interest  in  the  property.  Although,  Cherokee  had  an
appraisal  value less than the debt, the Local General Partner agreed to pay the
Partnership  $20,000 to cover all transfer  costs,  including legal expenses and
the  appraisal  costs.  Therefore  the Local  Limited  Partnership  interest  of
Cherokee was purchased by the Local General Partner. The total cash received for
all three  dispositions  was  $78,000  which is being  kept in the  Partnerships
reserves  to pay the  costs  incurred  related  to both  dispositions  and other
operating expenses of the Partnership.

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

                                       48

<PAGE>

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

NONE

Item 9A. Controls and Procedures

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

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

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

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

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

          The  management of  Associates is  responsible  for  establishing  and
          maintaining  for  the  Partnership   adequate  internal  control  over
          financial reporting as that term is defined in Securities Exchange Act
          Rule 13a-15(f),  and for performing an assessment of the effectiveness
          of internal control over financial reporting as of March 31, 2008. The
          internal  control  process of  Associates,  as it is applicable to the
          Partnership,   was  designed  to  provide   reasonable   assurance  to
          Associates   regarding  the  preparation  and  fair   presentation  of
          published  financial  statements,  and  includes  those  policies  and
          procedures that:

               (1)  Pertain to the  maintenance  of records  that in  reasonable
                    detail  accurately and fairly reflect the  transactions  and
                    dispositions of the assets of the Partnership;
               (2)  Provide reasonable  assurance that transactions are recorded
                    as necessary to permit  preparation of financial  statements
                    in accordance with generally accepted accounting  principles
                    in the United States,  and that the  Partnership's  receipts
                    and  expenditures  are being  made only in  accordance  with
                    authorization of the management of Associates; and
               (3)  Provide reasonable  assurance regarding prevention or timely
                    detection of unauthorized acquisition, use or disposition of
                    the  Partnership's  assets that could have a material effect
                    on the financial statements.

          All internal  control  processes,  no matter how well  designed,  have
          inherent limitations. Therefore, even those processes determined to be
          effective can provide only  reasonable  assurance  with respect to the
          reliability  of  financial  statement  preparation  and  presentation.
          Further,  projections  of any  evaluation of  effectiveness  to future

                                       49
<PAGE>

          periods are subject to the risk that  controls  may become  inadequate
          because of changes in conditions or that the degree of compliance with
          the policies or procedures may deteriorate.

          Management of Associates  assessed the  effectiveness  of its internal
          control  over  financial  reporting,   as  it  is  applicable  to  the
          Partnership,  as of the end of the  Partnership's  most recent  fiscal
          year.  In making this  assessment,  it used the  criteria set forth in
          Internal  Control - Integrated  Framework  issued by the  Committee of
          Sponsoring  Organizations of the Treadway Commission (COSO).  Based on
          its  assessment,  management of  Associates  concluded  that,  for the
          reasons set forth above under  "Disclosure  controls and  procedures",
          the internal control over financial reporting,  as it is applicable to
          the  Partnership,  was not effective as of March 31, 2008. This annual
          report does not  include an  attestation  report of the  Partnership's
          independent  registered  public  accounting  firm  regarding  internal
          control over financial reporting.  Management's report was not subject
          to  attestation by the  Partnership's  independent  registered  public
          accounting  firm  pursuant to temporary  rules of the  Securities  and
          Exchange  Commission  that  permit the  Partnership  to  provide  only
          management's report in this annual report.

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

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

          There were no  changes  in the  Partnership's  internal  control  over
          financial  reporting that occurred  during the quarter ended March 31,
          2008 that materially affected,  or are reasonably likely to materially
          affect, the Partnership's internal control over financial reporting.

Item 9B. Other Information

NONE

PART III.

Item 10. Directors and Executive Officers of the Registrant

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

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

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

                                       50
<PAGE>

Jennifer E. Cooper            Director of WNC & Associates, Inc.

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

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

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

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

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

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

                                       51
<PAGE>

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

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

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

Melanie  R.  Wenk,  CPA,  age 41,  is  Vice  President-Portfolio  Management  of
Associates.  She is  responsible  for overseeing  institutional  and retail fund
portfolio management, including partnership accounting, SEC reporting, quarterly
and  annual  investor  reporting  and  monitoring  investment  returns  for  all
stabilized WNC  institutional  funds.  Prior to joining  Associates in 2003, Ms.
Wenk was associated as a public accountant with BDO Seidman,  LLP. She graduated
from  the  California  Polytechnic  State  University,  Pomona,  in 1999  with a
Bachelor of Science degree in accounting.

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

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

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

     None.

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

     Inapplicable.

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

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

                                       52

<PAGE>

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

     Inapplicable

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

     None.

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

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

Item 11.  Executive Compensation

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

(a)  Compensation for Services

     For services  rendered by the Managing  General  Partner or an Affiliate of
     the Managing General Partner in connection with the  administration  of the
     affairs  of the  Partnership,  the  Managing  General  Partner  or any such
     Affiliate may receive an annual asset  management fee in an amount equal to
     0.5% of Invested Assets in Local Limited  Partnerships which are subsidized
     under one or more Federal,  state or local housing assistance programs. The
     asset  management  fee is payable  with  respect to the  previous  calendar
     quarter on the first day of each calendar quarter during the year.  Accrued
     but unpaid asset management fees for any year are deferred without interest
     and are  payable  in  subsequent  years  from any  funds  available  to the
     Partnership   after  payment  of  all  other  costs  and  expenses  of  the
     Partnership, including any capital reserves then determined by the Managing
     General   Partner  to  no  longer  be  necessary  to  be  retained  by  the
     Partnership,  or from the proceeds of a sale or  refinancing of Partnership
     assets. Fees of approximately $140,000, $145,000 and $145,000 were incurred
     during the years ended March 31,  2008,  2007 and 2006,  respectively.  The
     Partnership  paid the General  Partners and or their  affiliates  $109,000,
     $2,000 and $0 of those fees  during the each of the years  ended  March 31,
     2008, 2007 and 2006, respectively.

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

(b)  Operating Expenses

     Reimbursement  to a General  Partner or any of its  Affiliates of operating
     cash expenses is subject to specific  restrictions  in Section 5.3.4 of the
     Partnership's Agreement of Limited Partnership (the "Agreement,"

                                       53

<PAGE>

incorporated as Exhibit 3.1 to this report).  The Agreement  defines  "operating
cash expenses" as

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

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

     The unpaid  operating  expenses  reimbursable to the General Partner or its
     affiliates  were $43,882,  $38,321 and $18,327 for the year ended March 31,
     2008, 2007 and 2006,  respectively.  The Partnership reimbursed the General
     Partner or its  affiliates for operating  expenses of $46,587,  $19,406 and
     $21,000 during the years ended March 31, 2008, 2007 and 2006, respectively.

(c)  Interest in Partnership

     The General Partner receives 1% of the  Partnership's  allocated Low Income
     Housing  Tax  Credits,   which   approximated  which  approximated  $0  for
     Associates  and $0 for the  General  Partner in the  aggregate  for the tax
     years   (calendar   years)  ended   December  31,  2007,   2006  and  2005,
     respectively.  The  General  Partner is also  entitled to receive 1% of the
     Partnership's  operating  income or  losses,  gain or loss from the sale of
     property and operating cash  distributions.  There were no distributions of
     operating  cash to the  General  Partner  during the years  ended March 31,
     2008,  2007 and  2006.  The  General  Partner  has an  interest  in sale or
     refinancing proceeds as follows: after the Limited Partners have received a
     return of their capital, General Partner may receive an amount equal to its
     capital  contribution,  less any prior distribution of such proceeds,  then
     the General  Partner may  receive 1% and the  Limited  Partners  99% of any
     remaining  proceeds.  There were no  distributions  of cash to the  General
     Partners during each of the years ended March 31, 2008, 2007 and 2006.

                                       54
<PAGE>

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

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

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

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

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

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

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

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

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

     First,   with  the   consent   of  any  other   General   Partners   and  a
     majority-in-interest  of the Limited  Partners,  any General  Partners  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 Partners of the Partnership and elect a successor General Partner.


Item 13.  Certain Relationships and Related Transactions

     The  General  Partners  manage  all  of  the  Partnership's   affairs.  The
     transactions  with the General  Partners are  primarily in the form of fees
     paid  by  the  Partnership  for  services   rendered  to  the  Partnership,
     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.

                                       55
<PAGE>

Item 14. Principal Accountant Fees and Services

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

                                             2008                2007
                                        ---------------     ---------------
                                       <S>                 <C>

Audit Fees                              $       31,295      $       32,500
Audit-related Fees                                   -                   -
Tax Fees                                             -               3,000
All Other Fees                                       -                   -
                                        ---------------     ---------------
TOTAL                                   $       31,295      $       35,500
                                        ===============     ===============
</TABLE>

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

                                       56
<PAGE>

PART IV.

Item 15. Exhibits and Financial Statement Schedules

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

         Balance Sheets, March 31, 2008 and 2007
         Statements of  Operations for the years ended March 31, 2008,  2007 and
         2006
         Statements  of  Partners'  Deficit for the  years ended March 31, 2008,
         2007 and 2006
         Statements of Cash Flows for the years  ended March 31, 2008,  2007 and
         2006
         Notes to Financial Statements

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

         Schedule III - Real Estate Owned by Local Limited Partnerships

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       57
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       58

<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008
<TABLE>
<CAPTION>

                                        --------------------------  ----------------------------------------------------------------
                                           As of March 31, 2008                         As of December 31, 2007
------------------------------------------------------------------  ----------------------------------------------------------------
                                           Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                        <S>           <C>           <C>           <C>         <C>           <C>         <C>

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

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

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

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

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

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

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

                                                           59

<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008
<TABLE>
<CAPTION>

                                        --------------------------  ----------------------------------------------------------------
                                           As of March 31, 2008                         As of December 31, 2007
------------------------------------------------------------------  ----------------------------------------------------------------
                                           Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                        <S>           <C>           <C>           <C>         <C>           <C>         <C>

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

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

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

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

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

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

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

                                                           60
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008
<TABLE>
<CAPTION>

                                        --------------------------  ----------------------------------------------------------------
                                           As of March 31, 2008                         As of December 31, 2007
------------------------------------------------------------------  ----------------------------------------------------------------
                                           Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                        <S>           <C>           <C>           <C>         <C>           <C>         <C>

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

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

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

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

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

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

                           Uniontown,
Perry County Housing, Ltd. Alabama          82,000         82,000        425,000      22,000       531,000      237,000      316,000
</TABLE>
                                                           61
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008
<TABLE>
<CAPTION>

                                        --------------------------  ----------------------------------------------------------------
                                           As of March 31, 2008                         As of December 31, 2007
------------------------------------------------------------------  ----------------------------------------------------------------
                                           Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                        <S>           <C>           <C>           <C>         <C>           <C>         <C>

                           Pine Hill,
Pine Hill Housing, Ltd.    Alabama         105,000        105,000        533,000     32,000        662,000      296,00       398,000

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

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

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

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

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

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

                                                           62

<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008
<TABLE>
<CAPTION>

                                           -----------------------------------------------------------------------------------------
                                                                      For the year ended December 31, 2007
                                           -----------------------------------------------------------------------------------------
                                                                                Year Investment              Estimated Useful
Local Limited Partnership Name              Rental Income   Net Income (Loss)       Acquired      Status       Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
                                            <S>              <C>                     <C>        <C>               <C>

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

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

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

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

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

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


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

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

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

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

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

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

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

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

Emory Capital, L.P.                               64,000          (15,000)            1990       Completed         27.5
</TABLE>

                                                           63
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>

                                           -----------------------------------------------------------------------------------------
                                                                      For the year ended December 31, 2007
                                           -----------------------------------------------------------------------------------------
                                                                                Year Investment              Estimated Useful
Local Limited Partnership Name              Rental Income   Net Income (Loss)       Acquired      Status       Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
                                            <S>              <C>                     <C>        <C>                 <C>

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

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

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

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

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

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

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

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

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

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

Willcox Investment Group, an
Arizona Limited Partnership                      194,000           35,000             1990       Completed           50
                                             -----------      ------------
                                             $ 3,550,000      $  (361,000)
                                             ===========      ============
</TABLE>

                                                           64

<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>

                                        ----------------------------  --------------------------------------------------------------
                                             As of March 31, 2007                   As of December 31, 2006
--------------------------------------------------------------------  --------------------------------------------------------------
                                           Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                        <S>           <C>           <C>           <C>         <C>           <C>          <C>

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

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

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

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


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

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

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

                                                           65
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>

                                        ----------------------------  --------------------------------------------------------------
                                             As of March 31, 2007                   As of December 31, 2006
--------------------------------------------------------------------  --------------------------------------------------------------
                                           Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                           <S>           <C>          <C>           <C>         <C>             <C>       <C>

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

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

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

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

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

                           Eclectic,
Eclectic Housing, Ltd.     Alabama           74,000        74,000        386,000      53,000       449,000       195,000     307,000

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

                                                           66
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>

                                        ----------------------------  --------------------------------------------------------------
                                             As of March 31, 2007                   As of December 31, 2006
--------------------------------------------------------------------  --------------------------------------------------------------
                                           Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                           <S>            <C>           <C>          <C>          <C>           <C>         <C>

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

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

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

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

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

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

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

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

</TABLE>
                                                           67

<PAGE>
<TABLE>
<CAPTION>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007


                                        ----------------------------  --------------------------------------------------------------
                                             As of March 31, 2007                   As of December 31, 2006
--------------------------------------------------------------------  --------------------------------------------------------------
                                          Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                        <S>           <C>            <C>           <C>          <C>           <C>        <C>

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

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

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

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

Willcox Investment
Limited Partnership        Arizona
Group, an Arizona          Willcox          245,000       245,000      1,031,000      45,000     1,293,000       474,000     864,000
                                        -----------     ----------   -----------  -----------  ------------   ----------  ----------

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

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

                                                           68
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007

<TABLE>
<CAPTION>
                                            ----------------------------------------------------------------------------------------
                                                                     For the year ended December 31, 2006
                                            ----------------------------------------------------------------------------------------
                                                                                Year Investment              Estimated Useful
Local Limited Partnership Name              Rental Income   Net Income (Loss)       Acquired      Status       Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
                                            <S>              <C>                     <C>        <C>               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>
                                                           69
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>

                                            ----------------------------------------------------------------------------------------
                                                                     For the year ended December 31, 2006
                                            ----------------------------------------------------------------------------------------
                                                                                Year Investment              Estimated Useful
Local Limited Partnership Name              Rental Income   Net Income (Loss)       Acquired      Status       Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
                                              <S>             <C>                    <C>        <C>                 <C>

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

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

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

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

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

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

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

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

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

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

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

Willcox Investment Group, an
Arizona Limited Partnership                      158,000           (43,000)           1990       Completed           50
                                             -----------      -------------
                                             $ 3,593,000      $   (510,000)
                                             ===========      =============
</TABLE>
(1) Identified on July 13, 2007 for disposition.

                                                           70

<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006

<TABLE>
<CAPTION>
                                        ---------------------------  --------------------------------------------------------------
                                            As of March 31, 2006                   As of December 31, 2005
-------------------------------------------------------------------  --------------------------------------------------------------
                                           Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                       <S>           <C>           <C>           <C>           <C>         <C>         <C>

Airport Road Associates,   Slidell,
Limited                    Louisiana    $    334,000  $   334,000   $  1,424,000  $    87,000   $ 1,771,000 $  1,031,000 $   827,000

Am-Kent Associates, Ltd.   Amite &
                           Kentwood,
                           Louisiana         232,000      232,000      1,096,000       55,000     1,533,000      814,000     774,000

Arizona I                  Showlow,
Limited Partnership        Arizona           320,000      320,000      1,458,000      127,000     1,929,000      789,000   1,267,000

Ashland Investment Group,
an Oregon Limited          Ashland,
Partnership                Oregon            300,000       300,000     1,355,000       90,000     1,753,000      591,000   1,252,000

Brantley Housing, Ltd.     Brantley,         108,000       108,000       561,000       26,000       694,000      278,000     442,000
                           Alabama

Brian's Village
Apartments, an Oklahoma    Mannford,
Limited Partnership.       Oklahoma          176,000       176,000       741,000       20,000       973,000      507,000     486,000

Candleridge Apartments     Perry,
of Perry, L.P.             Iowa               93,000        93,000        574,000      49,000       795,000      412,000     432,000

</TABLE>

                                                           71
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>
                                        ---------------------------  --------------------------------------------------------------
                                            As of March 31, 2006                   As of December 31, 2005
-------------------------------------------------------------------  --------------------------------------------------------------
                                           Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
-----------------------------------------------------------------------------------------------------------------------------------
                                           <S>          <C>          <C>           <C>          <C>           <C>        <C>

Candleridge Apartments     Runnells,
of Runnells, L.P.          Iowa               58,000       58,000        354,000      30,000        497,000     257,000      270,000

Casa Allegre Limited       Las Vegas,
Partnership                New Mexico        318,000      318,000      1,319,000      94,000      1,882,000     738,000    1,238,000

Castroville Village, Ltd.  Castroville,
                           Texas             165,000      165,000        908,000      15,000      1,135,000     323,000      828,000

Cherokee                   Rogersville,
Square, L.P.               Tennessee         202,000      202,000        955,000      56,000      1,173,000    613,000       616,000

                           Port
Divall Midland Associates  Washington,
Limited Partnership II     Wisconsin         234,000      234,000      1,132,000     102,000      1,483,000     894,000      690,000

                           Eclectic,
Eclectic Housing, Ltd.     Alabama            74,000       74,000        391,000      53,000        449,000     185,000      317,000

Elizabeth Square           Raceland,
Associates, Ltd.           Louisiana         356,000      356,000      1,429,000      35,000      2,028,000   1,002,000    1,061,000
</TABLE>

                                                           72

<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>

                                        ---------------------------  --------------------------------------------------------------
                                            As of March 31, 2006                   As of December 31, 2005
-------------------------------------------------------------------  --------------------------------------------------------------
                                          Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
-----------------------------------------------------------------------------------------------------------------------------------
                                            <S>          <C>          <C>           <C>          <C>           <C>          <C>

                           Emory,
Emory Capital, L.P.        Texas              85,000       85,000        362,000      16,000        471,000     231,000      256,000

                           Emory,
Emory Manor, L.P.          Texas             128,000      128,000        541,000      26,000        719,000     315,000      430,000

                           Idalou,
Idalou Manor, L.P.         Texas             122,000      122,000        606,000      20,000        758,000     272,000      506,000

Jefferson Capital,         Jefferson,
L.P.                       Texas             167,000      167,000        700,000      42,000        944,000     393,000      593,000

                           Jefferson,
Jefferson Manor, L.P.      Texas             179,000      179,000        748,000      43,000        969,000     417,000      595,000

Lake View Limited          Beaver Dam,
Partnership (1)            Wisconsin         264,000      264,000      1,214,000     125,000      1,464,000     598,000      991,000

                           Littlefield,
Littlefield Manor, L.P.    Texas             118,000      118,000        582,000      20,000        739,000     265,000      494,000

Perry County Housing,      Uniontown,
Ltd.                       Alabama            82,000       82,000        429,000      22,000        517,000     209,000      330,000
</TABLE>

                                                           73

<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>
                                        ---------------------------  --------------------------------------------------------------
                                            As of March 31, 2006                   As of December 31, 2005
-------------------------------------------------------------------  --------------------------------------------------------------
                                           Total
                                        Investment in   Amount of      Mortgage
                                           in Local     Investment   Balances of                                               Net
Local Limited                             Limited        Paid to    Local Limited              Buildings &   Accummulated     Book
Partnership Name           Location      Partnerships      Date      Partnerships     Land     Equipment     Depreciation    Value
-----------------------------------------------------------------------------------------------------------------------------------
                                         <S>          <C>           <C>            <C>        <C>          <C>           <C>

Pine Hill Housing, Ltd.   Pine Hill,
                          Alabama            105,000      105,000        542,000      32,000      662,000        263,000     431,000

Rociada Partners Ltd.     Hereford,
                          Texas              154,000      154,000        714,000      27,000      894,000        351,000     570,000

Wadley Housing, Ltd.      Wadley,
                          Alabama             76,000       76,000        430,000      53,000      486,000        210,000     329,000

Whitewater Woods          Whitewater,
Limited Partnership       Wisconsin          301,000      301,000      1,270,000      89,000    1,606,000        651,000   1,044,000


Willcox Investment
Group, an Arizona         Willcox,
Limited Partnership       Arizona            245,000      245,000      1,036,000      45,000    1,293,000        449,000     890,000
                                        ------------  -----------   ------------  ----------  -----------   ------------ -----------

                                        $  4,996,000   $4,996,000   $ 22,871,000  $ 1,399,000 $29,617,000  $  13,058,000 $17,959,000
                                        ============  ===========   ============  =========== ===========  ============= ===========
</TABLE>

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

                                                           74
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006

<TABLE>
<CAPTION>
                                            ----------------------------------------------------------------------------------------
                                                                     For the year ended December 31, 2005
                                            ----------------------------------------------------------------------------------------
                                                                                Year Investment              Estimated Useful
Local Limited Partnership Name              Rental Income   Net Income (Loss)       Acquired      Status       Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
                                            <S>              <C>                     <C>        <C>               <C>

Airport Road Associates, Limited             $   207,000      $    (32,000)           1990       Completed         27.5

Am-Kent Associates, Ltd.                         171,000           (55,000)           1991       Completed         27.5

Arizona I Limited Partnership                    187,000           (19,000)           1990       Completed           35

Ashland Investment Group, an
Oregon Limited Partnership                       195,000           (44,000)           1990       Completed           50

Brantley Housing, Ltd.                            75,000           (13,000)           1992       Completed           40

Brian's Village Apartments, an
Oklahoma Limited Partnership                     127,000            (3,000)           1990       Completed           30

Candleridge Apartments of Perry, L.P.            126,000           (18,000)           1992       Completed         27.5

Candleridge Apartments of Runnells, L.P.          98,000            (5,000)           1992       Completed         27.5

Casa Allegre Limited Partnership                 196,000           (13,000)           1990       Completed           40

Castroville Village, Ltd.                        178,000           (10,000)           1991       Completed           50

Cherokee Square, L.P.                            102,000           (22,000)           1990       Completed           50

Divall Midland Associates Limited
Partnership II                                   154,000           (15,000)           1990       Completed         27.5

Eclectic Housing, Ltd.                            60,000             2,000            1992       Completed           40

Elizabeth Square Associates, Ltd.                185,000           (77,000)           1994       Completed         27.5

Emory Capital, L.P.                               63,000            (3,000)           1990       Completed         27.5
</TABLE>

                                                           75
<PAGE>

WNC Housing Tax Credit Fund II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006

<TABLE>
<CAPTION>
                                            ----------------------------------------------------------------------------------------
                                                                     For the year ended December 31, 2005
                                            ----------------------------------------------------------------------------------------
                                                                               Year Investment              Estimated Useful
Local Limited Partnership Name              Rental Income   Net Income (Loss)       Acquired      Status       Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
                                            <S>                <C>                   <C>        <C>                 <C>

Emory Manor, L.P.                                 90,000           (12,000)           1990       Completed           30

Idalou Manor, L.P.                                97,000           (14,000)           1992       Completed           40

Jefferson Capital, L.P.                          102,000           (16,000)           1990       Completed           50

Jefferson Manor, L.P.                            106,000           (12,000)           1990       Completed           50

Lake View Limited Partnership (1)                169,000           (38,000)           1991       Completed           35

Littlefield Manor, L.P.                           91,000           (15,000)           1991       Completed           40

Perry County Housing, Ltd.                        66,000           (14,000)           1992       Completed           40

Pine Hill Housing, Ltd.                           69,000           (17,000)           1992       Completed           40

Rociada Partners Ltd.                            157,000           (19,000)           1990       Completed           40

Wadley Housing, Ltd.                              59,000           (14,000)           1992       Completed           40

Whitewater Woods Limited Partnership             185,000           (15,000)           1991       Completed           35

Willcox Investment Group, an
Arizona Limited Partnership                      155,000           (16,000)           1990       Completed           50
                                             -----------      -------------
                                             $ 3,470,000      $   (529,000)
                                             ===========      =============
</TABLE>

                                                           76
<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:  July 30, 2009

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




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

Date:  July 30, 2009




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

Date:  July 30, 2009




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

Date:  July 30, 2009




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

Date:  July 30, 2009




                                       77