SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  Form 10-KSB/A

(Mark One)
[X] ANNUAL  REPORT UNDER SECTION 12 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934

                 For the fiscal year ended December 31, 2004

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

           For the transition period from __________ to ___________

                         Commission File Number 0-20610

                        NATIONAL TAX CREDIT INVESTORS II
                 (Name of small business issuer in its charter)

            California                                          93-1017959
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)


                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number

   Securities registered under Section 12(b) or 12(g) of the Exchange Act:

                                      NONE

        Securities registered under Section 12(g) of the Exchange Act:

                             Local Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes X  No___

Check if there is no disclosure  of delinquent  filers in response to Item 405
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the best of the Partnership's  knowledge in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $199,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2004. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

------------------------------------------------------------------------------
                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE


<PAGE>


                                EXPLANATORY NOTE

This document  amends the Form 10-KSB for the year ended  December 31, 2004. The
Partnership  has  determined  that the  accounting  treatment  reflected  in the
Partnership's  2003  financial   statements  for  the  Rancho  Del  Mar  Limited
Partnership's  ("Rancho")  dilution  transaction  was in error.  That accounting
treatment  was  based  on  the  Partnership's  understanding  that  it  had,  in
substance, sold approximately a 33 percent economic interest in Rancho. Based on
its reconsideration of the accounting treatment, the Partnership determined that
the  transaction,  which  involved an  amendment  of the cash flow  distribution
provisions of the Rancho limited partnership agreement,  was in substance a sale
of  substantially  all  of  the  Partnership's   economic  interest  in  Rancho.
Accordingly, the Partnership has now determined that it should have recognized a
loss on sale of local partnership interests of approximately  $1,320,000 for the
excess of the carrying  amount of its investment in Rancho over the  transaction
proceeds  received.  As a result of reducing the investment balance in Rancho to
zero  at the  date  of the  transaction,  equity  in loss  and  amortization  of
acquisition costs was reduced by approximately $89,000 and $74,000 for the years
ended December 31, 2004 and 2003, respectively.  The error has been corrected in
the restated financial statements.


<PAGE>




The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

National Tax Credit Investors II ("NTCI-II" or the  "Partnership")  is a limited
partnership  formed under the  California  Revised Local  Partnership  Act as of
January  12,  1990.  The  Partnership  was formed to invest  primarily  in other
limited  partnerships  ("Local  Partnerships") which own and operate multifamily
housing  complexes that are eligible for low income  housing  federal income tax
credits (the "Housing Tax Credit").  The general  partner of the  Partnership is
National  Partnership  Investments Corp. (the "General Partner" or "NAPICO"),  a
California corporation. On April 23, 1990, the Partnership offered 100,000 Units
of Limited  Partnership  Interests ("Units") at $1,000 per Unit through a public
offering  managed by Paine  Webber  Incorporated  (the "A Selling  Agent").  The
Partnership  shall  continue in full force and effect  until  December  31, 2030
unless terminated earlier pursuant to the Partnership Agreement or law.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other  transaction  documents with  Apartment  Investment and Management
Company  ("AIMCO"),  a publicly traded real estate investment trust, and certain
of its subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden
Properties, Inc. and its subsidiaries, including 100% of the outstanding capital
stock of NAPICO. Prior to March 11, 2002, Casden Properties, Inc. owned a 95.25%
economic  interest  in  NAPICO,  with the  balance  owned by  Casden  Investment
Corporation ("CIC").  CIC, which is wholly owned by Alan I. Casden, owned 95% of
the voting common stock of NAPICO prior to March 11, 2002.  The special  limited
partner of the  Partnership  ("Special  Limited  Partner")  was  PaineWebber  TC
Partners,  L.P., a Virginia limited partnership.  During the year ended December
31, 2003, the General  Partner  discovered  that the Special Limited Partner was
dissolved prior to 2003.

The  Partnership  offered  for sale up to 100,000  units of limited  partnership
interests  ("Units") at $1,000 per unit  (including  50,000 units subject to the
selling agent's option).  The term of the offering expired on April 22, 1992, at
which date a total of 72,404  Units had been sold  amounting to  $72,404,000  in
capital  contributions.   Offering  expenses  of  $9,413,000  were  incurred  in
connection with the sale of such limited partner interests.

In general,  an owner of a low-income housing project is entitled to receive the
Housing Tax Credit in each year of a ten-year period (the "Credit Period").  The
projects  are subject to a minimum  compliance  period of not less than  fifteen
years (the  "Compliance  Period").  Tax  Credits  are  available  to the limited
partners to reduce their federal income taxes.  The ability of a limited partner
to  utilize  such  credits  may be  restricted  by  the  passive  activity  loss
limitation and the general  business tax credit  limitation  rules.  NTCI-II has
made capital  contributions to 37 Local  Partnerships.  The investment in one of
the Local Partnerships was sold and one was foreclosed in 2001, one was sold and
one was  foreclosed in 2002 and one was  foreclosed and one was sold in 2003. As
of December 31, 2004,  the  Partnership  holds limited  partner  interests in 31
Local Partnerships located in 19 states. Each of these Local Partnerships owns a
project  that is  eligible  for the  Housing  Tax  Credit.  Several of the Local
Partnerships  also benefit from  government  programs  promoting low or moderate
income housing.

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

The projects owned by the Local  Partnerships in which NTCI-II has invested were
developed by the local operating  general partners (the "Local Operating General
Partners")  who  acquired  the sites and applied for  applicable  mortgages  and
subsidies,  if any. NTCI-II became the principal  limited partner in these Local
Partnerships  pursuant to  arm's-length  negotiations  with the Local  Operating
General Partners.  As a limited partner,  NTCI-II's liability for obligations of
the Local Partnership is limited to its investment.  The Local Operating General
Partner  of  the  Local  Partnership  retains   responsibility  for  developing,
constructing,  maintaining,  operating  and managing the Project.  Under certain
circumstances,  an affiliate of NAPICO or NTCI-II may act as the Local Operating
General Partner. An affiliate,  National Tax Credit Inc. II ("NTC-II") is acting
either as a special  limited  partner  or  non-managing  administrative  general
partner (the "Administrative General Partner") of each Local Partnership.

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

The registrant  has no employees.  Management  and  administrative  services are
provided by the General  Partner.  These services were provided by affiliates of
the General Partner for the year ended December 31, 2004.

During 2004,  the  projects in which  NTCI-II had  invested  were  substantially
rented.  The  following is a schedule of the status as of December 31, 2004,  of
the projects owned by Local Partnerships in which NTCI-II is a limited partner.


<PAGE>


           SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                       IN WHICH NTCI-II HAS AN INVESTMENT
                                DECEMBER 31, 2004
<TABLE>
<CAPTION>

                                                                              Units
                                           Financed,    Authorized          Occupancy
                                            Insured     for Rental         Percentage
                                              and       Assistance     for the Year Ended
                                 No. of   Subsidized       Under           December 31
Name and Location                Units       Under       Section 8       2004       2003

Ashville Equity (Westview)
<S>                                 <C>                                   <C>        <C>
  Ashville, OH                      41        --            --            96%        90%
Columbus Junction Park
  Columbus Junction, IA             24        (A)           24            78%        72%
Countryside
  Howell Township, NJ              180        --            --            99%        99%
Edgewood Apartments
  Rogers, AR                       108        --            --           100%       100%
Fourth Street
  Los Angeles, CA                   44        --            --            97%        97%
Germantown Apartments
  Conway, AR                       132        --            --            98%        96%
Great Basin Associates
  Reno, NV                          28        --            --            99%        99%
Grimes Park Apartments
  Grimes, IA                        16        (A)            7            97%        98%
Jamestown Terrace
  Jamestown, CA                     56        (A)           43            94%        94%
Jefferson Meadows
  Apartments
  Detroit, MI                       83        --            --            95%        91%
Kentucky River Apartments
  Winchester, KY                    42        --            --            93%        93%
Lincoln Grove Apartments
  Greensboro, NC                   116        --            --            88%        94%
Meadowlakes Apartments
  Searcy, AR                       108        --            --            95%        98%
Michigan Beach Apartments
  Chicago, IL                      239        --            --            73%        99%
Nickel River
  (Wedgewood) Apartments
  LaCrosse, WI                     105        --            --            96%        95%
Norwalk Park Apartments
  Norwalk, IA                       16        (A)            4            93%        95%
Oakview Apartments
  Spartanburg, SC                  106        (B)           106           96%        98%
Palm Springs View
  Palm Springs, CA                 120        --            --            98%        98%
Pam Apartments
  Pampa, TX                         96        (B)           96            95%        96%
</TABLE>


<TABLE>
<CAPTION>

                                                           Units
                                          Financed,     Authorized         Occupancy
                                           Insured      for Rental         Percentage
                                             and        Assistance    for the Years Ended
                                No. of    Subsidized       Under          December 31
Name and Location                Units      Under        Section 8       2004      2003

Parkwood Landing
<S>                                <C>                                    <C>       <C>
  Huntsville, AL                   204        --            --            80%       88%
Pensacola Affordable
  Pensacola, FL                     56        --            --            88%       96%
Pineview Terrace
  Katy, TX                         120        --            --            87%       83%
Quivera
  Lenexa, KS                       289        --            --            80%       80%
Rancho Del Mar
  Tucson, AZ                       312        --            --            80%       80%
Salem Park Apartments
  Conway, AR                       144        --            --            96%       96%
Sheboygan Apartments
  Sheboygan, WI (C)                 59        --            --            94%       93%
Sitka III
  Sitka, AK                         16       (A)            16            86%       93%
Soldotna (Northwood
  Senior) Apartments
  Soldotna, AK                      23       (A)            23            97%       95%
Torres de Plata II
  Toa Alto, PR                      78       (A)            78           100%      100%
Virginia Park Meadows
  Detroit, MI                       83        --            --            93%       93%
Westbridge Apartments
 W.Columbia, SC                    112       (B)            94            85%       94%

                                 3,156                     491
</TABLE>

(A)   The mortgage is insured by the Federal  Housing  Administration  under the
      provisions of Section 515 of the National Housing Act.

(B)   Section 8 of Title II of the  Housing  and  Community  Development  Act of
      1974.

(C)   Subsequent to December 31, 2004, the local general  partner  exercised its
      option to buy the  Partnership's  remaining  interest in Sheboygen Regency
      House Limited  Partnership  for $5,000.  The  Partnership had no remaining
      investment balance in this Local Partnership and proceeds were recorded as
      gain on sale of investment during the first quarter of 2005.



<PAGE>


The following table details the Partnership's ownership percentages of the Local
Partnerships  and the cost of acquisition of such  ownership.  All interests are
limited  partner  interests.  Also  included  is the  total  mortgage  and other
encumbrances on each property for each of the Local  Partnerships as of December
31, 2004.
<TABLE>
<CAPTION>

                                   NTCI II     Original Cost
                                 Percentage    of Ownership       Mortgage
Name and Location                 Interest       Interest           Notes        Notes Payable
                                              (in thousands)   (in thousands)   (in thousands)
Ashville Equity (Westview)
<S>                                <C>             <C>              <C>              <C>
  Ashville, OH                     99.00%          $ 956            $ 920            $ --
Columbus Junction Park
  Columbus Junction, IA            99.00%             218              642               --
Countryside
  Howell Township, NJ              99.00%              95            4,147              143
Edgewood Apartments
  Rogers, AR                       99.00%             288            1,541               --
Fourth Street
  Los Angeles, CA                  99.00%           1,575              920               --
Germantown Apartments
  Conway, AR                       99.00%             740            2,210               --
Great Basin Associates
  Reno, NV                          5.00%             460              572               --
Grimes Park Apartments
  Grimes, IA                       99.00%           1,858              453               --
Jamestown Terrace
  Jamestown, CA                    99.00%             183            2,832               --
Jefferson Meadows Apartments
  Detroit, MI                      98.90%              68            3,248              367
Kentucky River Apartments
  Winchester, KY                   99.00%           1,200              895               --
Lincoln Grove Apartments
  Greensboro, NC                   99.00%             840              462            2,052
Meadowlakes Apartments
  Searcy, AR                       99.00%             370            1,152               --
Michigan Beach Apartments
  Chicago, IL                      98.90%           1,575            6,098            3,460
Nickel River (Wedgewood)
  Apartments (A)
  LaCrosse, WI                     18.99%           1,400            1,522               --
Norwalk Park Apartments
  Norwalk, IA                      99.00%             465              422               --
Oakview Apartments
  Spartanburg, SC                  99.00%             288            1,010               --
Palm Springs View
  Palm Springs, CA                 50.49%              57            5,040               --
Pam Apartments
  Pampa, TX                        99.00%             336            1,075               --
</TABLE>


<TABLE>
<CAPTION>

                                 NTCI II     Original Cost
                               Percentage    of Ownership        Mortgage
Name and Location               Interest       Interest           Notes         Notes Payable
                                            (in thousands)    (in thousands)   (in thousands)
Parkwood Landing
<S>                              <C>             <C>             <C>                <C>
  Huntsville, AL                 99.00%          $ 50            $ 4,076            $ --
Pensacola Affordable
  Pensacola, FL                  99.00%             300              962                --
Pineview Terrace
  Katy, TX                       98.99%             132            2,683                --
Quivera
  Lenexa, KS                     99.00%              43            6,415                --
Rancho Del Mar (B)
  Tucson, AZ                     66.40%             216            3,043                --
Salem Park Apartments
  Conway, AR                     99.00%           1,854            2,389                --
Sheboygan Apartments
  Sheboygan, WI                   9.91%             867            1,364                --
Sitka III
  Sitka, AK                      99.00%           1,277            1,150                --
Soldotna (Northwood Senior)
  Apartments
  Soldotna, AK                   99.00%           1,391            1,457                --
Torres de Plata II
  Toa Alto, PR                   99.00%             100            3,027                --
Virginia Park Meadows
  Detroit, MI                    98.90%             248            3,212               411
Westbridge Apartments
  W. Columbia, SC                99.00%             840            2,435                --
                                                $20,290          $67,374           $ 6,433
</TABLE>

(A)   During the year ended  December  31,  2003,  the  Partnership  diluted its
      investment in Wedgewood  Commons Limited  Partnership  from 99% to 18.99%.
      The  proceeds  of  approximately  $83,000  for this  dilution  reduced the
      Partnership's investment balance in this Local Partnership.

(B)   During the year ended  December 31, 2003,  the  Partnership  diluted its
      investment in the Rancho del Mar  Apartments  Limited  Partnership  from
      99% to 66.4%.  The  proceeds  received  for this  sale of  approximately
      $1,017,000 were offset against the Partnership's  investment  balance in
      the Local  Partnership.  This transaction which involved an amendment of
      the cash flow distribution  provisions of the Rancho limited partnership
      agreement,  was  in  substance  a  sale  of  substantially  all  of  the
      Partnership's  economic interest in Rancho.  Therefore,  the Partnership
      recognized   a  loss  on  sale  of  local   partnership   interests   of
      approximately  $1,320,000  during the year ended  December  31,  2003 to
      reduce the  Partnership's  investment  balance in this Local Partnership
      to zero.

(C)   Subsequent to December 31, 2004, the local general  partner  exercised its
      option to buy the  Partnership's  remaining  interest in Sheboygen Regency
      House Limited  Partnership  for $5,000.  The  Partnership had no remaining
      investment balance in this Local Partnership and proceeds were recorded as
      gain on sale of investment during the first quarter of 2005.

Although each Local  Partnership  in which the  Partnership  has invested owns a
project which must compete with other projects for tenants,  government mortgage
interest and rent subsidies make it possible for some of the Local  Partnerships
to rent units to  eligible  tenants at below  market  rates.  In  general,  this
insulates these properties from market competition.


<PAGE>



ITEM 2.     DESCRIPTION OF PROPERTIES

See  "Item  1.  Description  of  Business"  for the  real  estate  owned  by the
Partnership  through the  ownership  of limited  partnership  interests in Local
Partnerships.

ITEM 3.     LEGAL PROCEEDINGS

The General Partner is involved in various lawsuits arising from transactions in
the ordinary  course of business.  In the opinion of management  and the General
Partner,   the  claims  will  not  result  in  any  material  liability  to  the
Partnership.

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

No  matters  were  submitted  to a vote  of the  limited  partners  through  the
solicitation of proxies or otherwise during the year ended December 31, 2004.


<PAGE>


                                     PART II

ITEM 5.     MARKET FOR THE  REGISTRANT'S  PARTNERSHIP  INTERESTS  AND  RELATED
            PARTNERSHIP MATTERS

The  Limited  Partnership  Interests  (the  "Units")  are not traded on a public
exchange  but  were  sold  through  a public  offering  managed  by  PaineWebber
Incorporated.  It is not anticipated  that any active public market will develop
for the purchase  and sale of any Limited  Partnership  Interests,  therefore an
investor  may be unable to sell or  otherwise  dispose of his or her interest in
the Partnership. Limited Partnership Interests may not be transferred but can be
assigned  only  if  certain  requirements  in  the  Partnership   Agreement  are
satisfied.  At December 31, 2004, there were 3,609 registered  holders of 72,404
Units in NTCI-II.  The Partnership has invested in certain  government  assisted
projects  under  programs  which in many  instances  restrict  the  cash  return
available to project  owners.  The  Partnership was not designed to provide cash
distributions  to Limited  Partners in  circumstances  other than refinancing or
disposition of its  investments in Local  Partnerships.  Distributions  have not
been made from inception of the Partnership to December 31, 2004.

AIMCO and its affiliates owned 397.0 Units in the Partnership representing 0.55%
of the outstanding  Units at December 31, 2004. It is possible that AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled  to take action  with  respect to a variety of matters  that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement and voting to remove the General Partner. Although the General Partner
owes fiduciary duties to the limited  partners of the  Partnership,  the General
Partner  also  owes  fiduciary  duties  to AIMCO as its sole  stockholder.  As a
result,  the  duties  of  the  General  Partner,  as  General  Partner,  to  the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

ITEM 6.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
            RESULTS OF OPERATIONS

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

The General  Partner  monitors  developments in the area of legal and regulatory
compliance.  For example,  the  Sarbanes-Oxley  Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance.

Liquidity

Some of the  Properties  in which the  Partnership  has  invested,  through  its
investment in other limited partnerships ("Local Partnerships"),  receive one or
more forms of assistance  from the Federal  Government.  As a result,  the Local
Partnership's  ability to  transfer  funds  either to the  Partnership  or among
themselves  in  the  form  of  cash  distributions,  loans  or  advances  may be
restricted by these government assistance programs. These restrictions, however,
are  not  expected  to  impact  the  Partnership's  ability  to  meet  its  cash
obligations.

Each Partnership  acquisition is analyzed by the General Partner with respect to
its probable impact upon the Partnership's  liquidity position.  In this regard,
the General  Partner takes into account  projected  cash flow generated from the
Local  Partnerships,  the anticipated debt service  requirements of the existing
financing and any restructuring or refinancing of the projects, and the division
of cash flow in excess of debt  service  between the  Partnership  and the local
general partner.


<PAGE>




Following  an  acquisition,  adverse  business or financial  developments  could
negatively  impact  cash  flow and the  Partnership's  liquidity  position.  The
General Partner may attempt to obtain operating deficit  guarantees from certain
local general  partners to fund operating  deficits for limited periods of time.
See "Investment  Objectives and Policies - Operating Deficit  Guarantees" in the
Prospectus. In addition, the Local Partnerships are expected to maintain working
capital  reserves  independent  of those  maintained by the  Partnership  to the
extent that (i) the terms of mortgage debt encumbering the projects or the terms
of any  government  assistance  program so  require,  or (ii) the Local  General
Partner  determines  that such  reserves are  necessary or  advisable.  Although
reserves are to be  maintained  at both the  Partnership  and Local  Partnership
levels, if such reserves and other available income, if any, are insufficient to
cover  the  Partnership's  or any Local  Partnership's  operating  expenses  and
liabilities,   it  may  be  necessary  to  accumulate   additional   funds  from
distributions   received  from  Local  Partnerships  which  would  otherwise  be
available  for  distribution  to  the  Limited  Partners,  or to  liquidate  the
Partnership's investment in one or more Local Partnerships.

Reserves  of the  Partnership  and  reserves  of the Local  Partnerships  may be
increased  or  decreased  from time to time by the general  partner or the local
general  partner,  as the case may be,  in order to meet  anticipated  costs and
expenses.  The amount of cash flow  available  for  distribution  and/or sale or
refinancing proceeds, if any, which is available for distribution to the Limited
Partners may be affected accordingly.

Subsequent  to December 31, 2004, an affiliate of the General  Partner  advanced
approximately $250,000 to the Partnership for payment of the 2002, 2003 and 2004
New Jersey Partnership tax. (see "Item 7. Financial Statements - Note 9 - Fourth
Quarter Adjustment").

As of December 31, 2004, the fees and advances due the General Partner  exceeded
the Partnership's  cash. The General Partner,  during the forthcoming year, will
not  demand  payment  of  amounts  due in  excess  of such cash or such that the
Partnership would not have sufficient  operating cash; however,  the Partnership
still remains liable for all such amounts.

Capital Resources

The Partnership raised $72,404,000 from investors by a public offering, the term
of which  expired  on April  22,  1992,  that  was used for the  acquisition  of
investments in Local Partnerships  which own the projects.  NTCI-II made capital
contributions  to 37 Local  Partnerships.  The  investment  in one of the  Local
Partnerships  was sold and one was  foreclosed  upon in each of the years ending
December 31, 2003, 2002 and 2001. As of December 31, 2004, the Partnership holds
limited partner interests in 31 Local Partnerships.

It is not expected that any of the Local  Partnerships  in which the Partnership
invests will generate cash from operations  sufficient to provide  distributions
to the Limited  Partners in any material amount.  Such cash from operations,  if
any,  would first be used to meet  operating  expenses of the  Partnership.  The
Partnership's  investments will not be readily marketable and may be affected by
adverse general economic conditions which, in turn, could substantially increase
the risk of operating  losses for the projects,  the Local  Partnerships and the
Partnership.  These problems may result from a number of factors,  many of which
cannot be controlled by the General Partner.

The  General  Partner  has the  right to  cause  distributions  received  by the
Partnership from the Local  Partnerships  (that would otherwise be available for
distributions  as cash flow) to be dedicated to the increase or replenishment of
reserves at the Partnership  level.  The reserves will generally be available to
satisfy working capital or operating expense needs of the Partnership (including
payment of  partnership  management  fees) and will also be available to pay any
excess  third-party  costs or expenses incurred by the Partnership in connection
with the  administration  of the Partnership,  the preparation of reports to the
Limited Partners and other investor servicing obligations of the Partnership. At
the  discretion  of  the  General   Partner,   reserves  may  be  available  for
contributions to the Local Partnerships.

The  Partnership  does not have the  ability  to  assess  Limited  Partners  for
additional capital contributions to provide capital if needed by the Partnership
or Local Partnerships.  Accordingly, if circumstances arise that cause the Local
Partnerships  to  require  capital  in  addition  to  that  contributed  by  the
Partnership and any equity of the local general partners,  the only sources from
which such capital  needs will be able to be  satisfied  (other than the limited
reserves  available  at the  Partnership  level)  will be (i)  third-party  debt
financing (which may not be available if, as expected, the projects owned by the
Local  Partnerships  are already  substantially  leveraged),  (ii) other  equity
sources (which could adversely  affect the  Partnership's  interest in operating
cash flow and/or  proceeds of sale or  refinancing  of the projects  which would
result in adverse tax consequences to the Limited  Partners),  or (iii) the sale
or disposition  of projects.  There can be no assurance that any of such sources
would be  readily  available  in  sufficient  proportions  to fund  the  capital
requirements of the Local Partnerships.  If such sources are not available,  the
Local  Partnerships would risk foreclosure on their projects if they were unable
to renegotiate  the terms of their first mortgages and any other debt secured by
the  projects,  which would have  significant  adverse tax  consequences  to the
Limited Partners.

Distributions  received from limited  partnerships are recognized as a reduction
of the investment  balance until the investment balance has been reduced to zero
or  to a  negative  amount  equal  to  future  capital  contributions  required.
Subsequent distributions received are recognized as income.

As of December  31,  2004,  the  Partnership  has cash and cash  equivalents  of
approximately  $134,000.  Substantially all of this cash is on deposit primarily
with high credit quality financial institutions, earning interest. This resulted
in the Partnership earning  approximately  $6,000 and $11,000 in interest income
for the years  ended  December  31,  2004 and 2003  respectively.  The amount of
interest  income varies with the market rates available on deposits and with the
amount of funds available for investment.  Cash  equivalents can be converted to
cash to meet  obligations  of the  Partnership  as they arise.  The  Partnership
intends to continue investing available funds in this manner.

Results of Operations

The Partnership was formed to provide various  benefits to its Limited  Partners
as discussed in "Item 1.  Description of Business".  It is not expected that any
of the Local  Partnerships  in which the  Partnership has invested will generate
cash flow  sufficient to provide for  distributions  to Limited  Partners in any
material  amount.  The  Partnership  accounts for its  investments  in the Local
Partnerships on the equity method,  thereby adjusting its investment  balance by
its  proportionate  share of the income or loss of the Local  Partnerships.  The
investments in 22 of the 31 Local  Partnerships  have been reduced to zero as of
December 31, 2004.

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

Except  for  interim   investments  in  highly  liquid  debt  investments,   the
Partnership's  investments  are entirely  interests in other Local  Partnerships
owning projects. Funds temporarily not required for such investments in projects
are invested in these highly liquid debt investments  earning interest income as
reflected in the  statements of  operations.  These interim  investments  can be
easily converted to cash to meet obligations as they arise.

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

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local Partnerships.  Accordingly, the Partnership accounts for its investment in
the Local Partnerships using the equity method. Thus the individual  investments
are  carried  at cost plus the  Partnership's  share of the Local  Partnership's
profits  less  the  Partnership's  share  of  the  Local  Partnership's  losses,
distributions  and impairment  charges.  However,  since the  Partnership is not
legally  liable  for  the  obligations  of  the  Local  Partnerships,  or is not
otherwise committed to provide additional support to them, it does not recognize
losses  once its  investment  in each of the Local  Partnerships  reaches  zero.
Distributions  from the Local  Partnerships  are accounted for as a reduction of
the  investment  balance  until  the  investment  balance  is  reduced  to zero.
Subsequent  distributions  received are recognized as income in the accompanying
statements  of  operations.  For those  investments  where the  Partnership  has
determined that the carrying value of its investments approximates the estimated
fair value of those investments, the Partnership's policy is to recognize equity
in  income  of the  Local  Partnerships  only  to the  extent  of  distributions
received,  and amortization of acquisition costs from those Local  Partnerships.
During the years ended  December 31, 2004 and 2003, the  Partnership  recognized
equity in loss of approximately $623,000 and $717,000,  respectively, from Local
Partnerships.  The decrease in equity in losses was  primarily  due to decreased
losses at the Local  Partnerships.  During the years ended December 31, 2004 and
2003, the Partnership received approximately $69,000 and $868,000, respectively,
in distributions  from Local  Partnerships that were recognized as income in the
statements  of  operations  since  the  Partnership's  investment  in the  Local
Partnerships has been reduced to zero.  During the years ended December 31, 2004
and 2003 the Partnership  advanced to several Local  Partnerships  approximately
$1,077,000 and $116,000,  respectively. These advances were fully reserved since
the Partnership has no remaining investment balance in these Local Partnerships.

A recurring  Partnership  expense is the annual partnership  management fee. The
fee, as defined in the Partnership Agreement,  is payable to the General Partner
and is calculated at 0.5% of the Partnership's  invested assets.  The management
fee  represents  the  annual  recurring  fee which  will be paid to the  General
Partner for its continuing  management of Partnership  affairs.  Management fees
were  approximately  $552,000 and $620,000 for the years ended December 31, 2004
and 2003, respectively.

Operating  expenses,  exclusive  of the  management  fee,  consist  of legal and
accounting  fees for  services  rendered  to the  Partnership  and  general  and
administrative  expenses.  Legal and accounting fees were approximately $134,000
and $226,000 for the years ended December 31, 2004 and 2003,  respectively.  The
decrease in 2004 is primarily  due to a reduction  in legal  services due to the
settlement  of  the  legal  action  related  to  Quivira   Place.   General  and
administrative  expenses were approximately  $362,000 and $117,000 for the years
ended  December  31, 2004 and 2003,  respectively.  The  increase in general and
administrative  expenses  is  primarily  due  to  the  implementation  of a  new
Partnership  tax  related to the  investment  properties  located in New Jersey.
Included in general and administrative  expenses for the year ended December 31,
2004 are costs associated with the New Jersey tax of approximately  $250,000 for
the years 2002, 2003, and 2004.


<PAGE>



One of the Local  Partnerships,  East Ridge Apartments,  filed for bankruptcy in
December  2002 in an effort to  restructure  its debt.  The property was lost to
foreclosure in June 2003.  The  Partnership's  investment  balance in this Local
Partnership  had previously been reduced to zero so this action had no effect on
the Partnership's investment balance.

During the year ended December 31, 2003, a Local  Partnership,  Villa Real, sold
its investment property. As the Partnership had no investment balance related to
this Local Partnership, the distribution proceeds from the sale of approximately
$793,000 were reported as distributions  from local  partnerships  recognized as
income.  A final  distribution of cash from the property was received during the
year ended December 31, 2004 totaling  approximately  $33,000 and is included in
distributions from local partnerships recognized as income.

During the year ended December 31, 2002, the Partnership  sold its investment in
the Cottages of North St. Paul. As the  Partnership  had no  investment  balance
related to this Local Partnership, the proceeds of approximately $5,000 received
during the year ended  December 31, 2003 were  reported as gain on sale of Local
Partnership interest.

During the year ended  December 31,  2002,  an  impairment  loss of $790,000 was
recognized with respect to the Partnership's  investment in a Local Partnership,
Michigan  Beach.  The Local  Partnership  reached a settlement  with the City of
Chicago during 2002 to complete  necessary repairs to the exterior facade of the
building.  Since the Partnership has no remaining investment balance in Michigan
Beach,  and  recovery  of the  advance is  uncertain,  the entire  amount of the
estimated  cost was  recognized  as an  impairment  loss  during  the year ended
December  31, 2002.  During the year ended  December  31,  2003,  an  additional
impairment  loss of  approximately  $368,000 was recognized  with respect to the
Partnership's  investment in Michigan Beach due to revised estimates of the cost
to complete the repairs  required by the City of Chicago.  During the year ended
December 31, 2004, an additional  impairment loss of approximately  $189,000 was
recognized for a revision of the estimate of the total costs of the repairs.  As
of December 31, 2004, the Partnership had advanced Michigan Beach  approximately
$1,347,000 to complete these repairs. These advances bear interest at prime plus
2%. Total  interest  income on the advances was  approximately  $122,000 for the
year ended  December 31, 2004 but the  receivable has been fully reserved due to
uncertainty of recovery from Michigan  Beach. No interest was charged during the
year ended December 31, 2003.

During the year ended December 31, 2003, the Partnership  diluted its investment
in Rancho Del Mar Limited Partnership ("Rancho") from 99% to 66.4%. The proceeds
received for this dilution of approximately $1,017,000 reduced the Partnership's
investment balance in this Local Partnership. This transaction which involved an
amendment  of the  cash  flow  distribution  provisions  of the  Rancho  limited
partnership  agreement,  was in  substance  a sale of  substantially  all of the
Partnership's economic interest in Rancho. Therefore, the Partnership recognized
a loss on sale of local partnership interests of approximately $1,320,000 during
the year ended December 31, 2003 to reduce the Partnership's  investment balance
in this Local Partnership to zero.

During the year ended December 31, 2003, the Partnership  diluted its investment
in Wedgewood  Commons Limited  Partnership  from 99% to 18.99%.  The proceeds of
approximately  $83,000 for this dilution  reduced the  Partnership's  investment
balance in this Local Partnership.

Other

AIMCO and its affiliates owned 397.0 limited partnership interests (the "Units")
in the Partnership  representing  0.55% of the outstanding Units at December 31,
2004. It is possible that AIMCO or its affiliates will acquire  additional Units
in exchange  for cash or a  combination  of cash and units in AIMCO  Properties,
L.P., the operating partnership of AIMCO. Pursuant to the Partnership Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as General  Partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of  the  General  Partner  to  AIMCO  as  its  sole
stockholder.

FSAB Interpretation No. 46

As of December 31, 2004,  the  Partnership  adopted FASB  Interpretation  No. 46
"Consolidation  of  Variable  Interest  Entities"  (or "FIN 46") and applied its
requirements to all Local  Partnerships in which the Partnership held a variable
interest. FIN 46 addresses the consolidation by business enterprises of variable
interest entities.  Generally,  a variable interest entity, or VIE, is an entity
with  one or  more  of the  following  characteristics:  (a)  the  total  equity
investment  at risk is not  sufficient  to  permit  the  entity to  finance  its
activities without additional subordinated financial support; (b) as a group the
holders of the equity  investment at risk lack (i) the ability to make decisions
about  an  entity's  activities  through  voting  or  similar  rights,  (ii) the
obligation  to absorb the expected  losses of the entity,  or (iii) the right to
receive the expected residual returns of the entity; or (c) the equity investors
have voting rights that are not  proportional  to their  economic  interests and
substantially all of the entity's activities either involve, or are conducted on
behalf of, an investor that has  disproportionately  few voting  rights.  FIN 46
requires a VIE to be consolidated in the financial statements of the entity that
is determined to be the primary  beneficiary of the VIE. The primary beneficiary
generally  is the  entity  that will  receive a majority  of the VIE's  expected
losses, receive a majority of the VIE's expected residual returns, or both.

Upon adoption of FIN 46, the Partnership  determined it held variable  interests
in 17 VIE's for which the Partnership was not the primary beneficiary.  Those 17
VIE's  consist  of Local  Partnerships  in which  the  Partnership  acquired  an
interest  prior to the  adoption  of FIN 46 that  are  directly  engaged  in the
ownership or management of seventeen apartment  properties with a total of 2,071
units. The Partnership is involved with those VIEs as a non-controlling  limited
partner equity holder. The Partnership's maximum exposure to loss as a result of
its  involvement  with  unconsolidated  VIE's is  limited  to the  Partnership's
recorded   investments  in  and   receivables   from  those  VIE's,   which  was
approximately $5,164,000 at December 31, 2004. The Partnership may be subject to
additional  losses to the extent of any financial  support that the  Partnership
voluntarily provides in the future.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note 2 - Organization and Summary of Significant  Accounting Policies" which is
included in the financial  statements  in "Item 7.  Financial  Statements".  The
General  Partner  believes that the  consistent  application  of these  policies
enables the  Partnership  to provide  readers of the financial  statements  with
useful and reliable  information about the  Partnership's  operating results and
financial condition.  The preparation of financial statements in conformity with
accounting  principles  generally  accepted in the United  States  requires  the
Partnership to make estimates and  assumptions.  These estimates and assumptions
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements as well as reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  these  estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting policies in many areas. The Partnership  believes that
of its  significant  accounting  policies,  the  following  may involve a higher
degree of judgment and complexity.

Method of Accounting for Investments in Limited Partnerships

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local Partnerships. Accordingly, the Partnership accounts for its investments in
the Local  Partnerships  using the equity method.  The  Partnership is allocated
profits and losses of the Local Partnerships based upon its respective ownership
percentage  of 5% to 99%.  Distributions  of surplus cash from  operations  from
twelve of the  Local  Partnerships  are  restricted  by the Local  Partnerships'
Regulatory  Agreements  with the United  States  Department of Housing and Urban
Development ("HUD").  These restrictions limit the distribution to a percentage,
generally  less than 10%, of the initial  invested  capital.  The excess surplus
cash is  deposited  into a  residual  receipts  reserve,  of which the  ultimate
realization by the  Partnership  is uncertain as HUD frequently  retains it upon
sale or  dissolution  of the Local  Partnership.  For the other  nineteen  Local
Partnerships  distributions of surplus cash are not restricted.  The Partnership
is allocated profits and losses and receive  distributions from refinancings and
sales in accordance with the Local Partnerships'  partnership agreements.  These
agreements   usually  limit  the   Partnerships'   distributions  to  an  amount
substantially less than its ownership percentage in the Local Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the  Local  Partnership's  profits  less the  Partnership's  share of the  Local
Partnership's  losses,  distributions  and  impairment  charges.  See  "Item  1.
Financial  Statements  -  Note  1 -  Organization  and  Summary  of  Significant
Accounting Policies" for a description of the impairment policy. The Partnership
is not legally liable for the obligations of the Local  Partnerships  and is not
otherwise  committed to provide additional support to them.  Therefore,  it does
not  recognize  losses  once its  investment  in each of the Local  Partnerships
reaches zero.  Distributions  from the Local Partnerships are accounted for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local Partnerships only to the extent of distributions received and amortization
of acquisition costs from those Local Partnerships.  Therefore,  the Partnership
limits its recognition of equity earnings to the amount it expects to ultimately
realize.


<PAGE>


ITEM 7.     FINANCIAL STATEMENTS

                        National Tax Credit Investors II
                       (a California limited partnership)

LIST OF FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Balance Sheet - December 31, 2004

Statements of Operations - Years ended December 31, 2004 and 2003

Statements of Changes in Partners' (Deficiency) Capital  - Years ended
December 31, 2004 and 2003

Statements of Cash Flows - Years ended December 31, 2004 and 2003

Notes to Financial Statements


<PAGE>


           Report of Independent Registered Public Accounting Firm



The Partners
National Tax Credit Investors II

We have audited the accompanying  balance sheet of National Tax Credit Investors
II as of December 31, 2004, and the related statements of operations,  partners'
(deficiency)  capital  and cash  flows for each of the two  years in the  period
ended December 31, 2004. These financial  statements are the  responsibility  of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial  statements based on our audits.  We did not audit the financial
statements  of  certain  limited  partnerships,  the  investments  in which  are
reflected in the  accompanying  financial  statements using the equity method of
accounting. The investments in these limited partnerships represent 10.1 percent
of the total assets of the Partnership as of December 31, 2004 and the equity in
the loss of these  limited  partnerships  represent 2 percent and 8.6 percent of
the total net (loss) income of the  Partnership for the years ended December 31,
2004 and 2003.  The  investee  information  for these  limited  partnerships  is
included  in  Notes  2  and  6.  The  financial   statements  of  these  limited
partnerships were audited by other auditors whose reports have been furnished to
us, and our  opinion,  insofar as it relates to the amounts  included  for these
limited partnerships, is based solely on the reports of the other auditors.

We conducted our audits in accordance  with 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.  We were not engaged to perform an
audit of the Partnership's 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 also 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, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial position of National Tax Credit Investors II at December 31, 2004,
and the results of its  operations  and its cash flows for each of the two years
in the period ended December 31, 2004, in conformity with accounting  principles
generally accepted in the United States.

As discussed in Note A to the financial  statements,  in 2005 the  management of
National Tax Credit Investors II identified several  transactions related to the
Partnership's  dilution of its investment in Rancho Del Mar Limited Partnership,
reducing the Partnership's investment balance in this Local Partnership to zero.
These transactions  should have been reported during the year ended December 31,
2003.


                                                              /s/Ernst  &  Young
                                                                             LLP

Greenville, South Carolina
May 20, 2005



<PAGE>





                        NATIONAL TAX CREDIT INVESTORS II

                                  BALANCE SHEET
                                 (in thousands)

                                DECEMBER 31, 2004
                           (as restated - see Note 1)
<TABLE>
<CAPTION>


                            ASSETS

<S>                                       <C>                                <C>
Investments in limited partnerships (Note 3)                                 $ 5,193
Cash and cash equivalents                                                        134
       Total Assets                                                          $ 5,327

        LIABILITIES AND PARTNERS' (DEFICIENCY) CAPITAL

Liabilities:
  Accounts payable and accrued expenses                                       $ 290
  Due to affiliates (Note 4)                                                     907

Contingencies (Note 8)

Partners' (deficiency) capital:
  General partners                                               $ (588)
  Limited partners                                                 4,718       4,130


       Total liabilities and partners' (deficiency) capital                  $ 5,327


                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                        NATIONAL TAX CREDIT INVESTORS II

                            STATEMENTS OF OPERATIONS
                    (in thousands, except per interest data)


<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  2004          2003
                                                              (Restated -    (Restated)
                                                              see Note 1)
Operating income:
<S>                                                               <C>           <C>
  Interest and other income                                       $ 6           $ 22
  Gain on legal settlement (Note 6)                                 193         1,682
      Total operating income                                        199         1,704

Operating expenses:
  Management fees - partners (Note 4)                               552           620
  General and administrative (Notes 4 and 9)                        362           117
  Legal and accounting                                              134           226
      Total operating expenses                                    1,048           963

(Loss) income from partnership operations                          (849)          741

Impairment loss (Note 3)                                           (189)         (368)
Loss on sale of local partnership interest (Note 3)                  --        (1,315)
Distributions from local partnerships recognized as
  income (Note 3)                                                    69           868
Advances made to local partnerships recognized
  as expense (Note 3)                                            (1,077)         (116)
Equity in loss of local partnerships and amortization of
  acquisition costs (Note 3)                                       (623)         (717)

Net loss (Note 5)                                               $(2,669)       $ (907)

Net loss allocated to general partners (1%)                      $ (27)         $ (9)
Net loss allocated to limited partners (99%)                     (2,642)         (898)

                                                                $(2,669)       $ (907)

Net (loss) income per limited partnership interest (Note 2)     $(36.49)      $(12.40)

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                        NATIONAL TAX CREDIT INVESTORS II

            STATEMENTS OF CHANGES IN PARTNERS'(DEFICIENCY) CAPITAL
                        (in thousands, except interests)
                           (as restated - see Note 1)

<TABLE>
<CAPTION>

                                                     General        Limited
                                                     Partner        Partners        Total

<S>                                                                  <C>
Limited Partnership Interests                                        72,404

Partners' (deficiency) capital at
  December 31, 2002                                  $ (552)        $ 8,258        $ 7,706

Net loss for the year ended December 31, 2003             (9)          (898)          (907)

Partners' (deficiency) capital at
  December 31, 2003                                     (561)         7,360          6,799

Net loss for the year ended December 31, 2004            (27)        (2,642)        (2,669)

Partners' (deficiency) capital at
  December 31, 2004                                  $ (588)        $ 4,718        $ 4,130


                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>



                        NATIONAL TAX CREDIT INVESTORS II

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                    Years Ended December 31,
                                                                        2004          2003
                                                                    (Restated -    (Restated)
                                                                    see Note 1)
Cash flows from operating activities:
<S>                                                                   <C>            <C>
  Net loss                                                            $(2,669)       $ (907)
  Adjustments to reconcile net loss to net cash
    (used in) provided by operating activities:
      Advances made to local partnerships recognized as expense         1,077           116
      Loss on sale of local partnership interests                          --         1,315
      Equity in loss of limited partnerships and amortization
        of acquisition costs                                              623           717
      Impairment loss                                                     189           368
      Change in accounts:
        Accounts payable and accrued expenses                             290          (152)
        Accrued fees due to partners                                      108        (1,127)
         Net cash (used in) provided by operating activities             (382)          330

Cash flows from investing activities:
  Proceeds from sale of local partnership interests                        --             5
  Proceeds from dilution of interest in local partnership                  --         1,099
  Distributions from local partnerships recognized as a return
    of investment balance                                                  96            60
  Decrease in restricted cash                                              --           267
  Advances to local partnerships                                       (1,920)         (622)
  Repayment of advances by local partnerships                              --             3
         Net cash (used in) provided by investing activities           (1,824)          812

Cash flows from financing activities:
  Advances from affiliate                                                 799         1,278
  Repayment of advance from affiliate                                      --        (1,278)
         Net cash provided by financing activities                        799            --

Net decrease in cash and cash equivalents                              (1,407)        1,142
Cash and cash equivalents, beginning of year                            1,541           399
Cash and cash equivalents, end of year                                 $ 134        $ 1,541

Supplemental disclosure of non-cash activity:
  Advances included in accrued liability to a Local Partnership         $ --         $ 654

                See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>

                        NATIONAL TAX CREDIT INVESTORS II

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

Note 1 - Correction of an Error

This document  amends the Form 10-KSB for the year ended  December 31, 2004. The
Partnership  has  determined  that the  accounting  treatment  reflected  in the
Partnership's  2003  financial   statements  for  the  Rancho  Del  Mar  Limited
Partnership's  ("Rancho")  dilution  transaction  was in error.  That accounting
treatment  was  based  on  the  Partnership's  understanding  that  it  had,  in
substance, sold approximately a 33 percent economic interest in Rancho. Based on
its reconsideration of the accounting treatment, the Partnership determined that
the  transaction,  which  involved an  amendment  of the cash flow  distribution
provisions of the Rancho limited partnership agreement,  was in substance a sale
of  substantially  all  of  the  Partnership's   economic  interest  in  Rancho.
Accordingly, the Partnership has now determined that it should have recognized a
loss on sale of local partnership interests of approximately  $1,320,000 for the
excess of the carrying  amount of its investment in Rancho over the  transaction
proceeds  received.  As a result of reducing the investment balance in Rancho to
zero  at the  date  of the  transaction,  equity  in loss  and  amortization  of
acquisition costs was reduced by approximately $89,000 and $74,000 for the years
ended December 31, 2004 and 2003, respectively.  The error has been corrected in
the restated financial statements.

The  following  tables  set forth the  adjustments  to the  balance  sheet as of
December 31, 2004 and the statement of operations  for the years ended  December
31, 2004 and 2003.  The only  financial  statement line items included below are
those that have been restated from the originally reported amounts.

<TABLE>
<CAPTION>
                                                           As of December 31, 2004
                                                                (in thousands)
                                                        As previously
                                                           reported      As restated

<S>                                                     <C>            <C>
Investments in limited partnerships                     $ 6,350        $5,193
Partners' (deficiency) capital                            5,287         4,130
</TABLE>

<TABLE>
<CAPTION>

                                                         Year Ended December 31, 2004
                                                                (in thousands)
                                                        As previously
                                                           reported      As restated

Equity in loss of local partnerships and
<S>                                                     <C>            <C>
  amortization of acquisition costs                     $  (712)       $  (623)
Net loss                                                 (2,758)        (2,669)
Net loss allocated to general partners                      (28)           (27)
Net loss allocated to limited partners                   (2,730)        (2,642)
Net loss per limited partnership unit                    (37.71)        (36.49)
</TABLE>

<TABLE>
<CAPTION>

                                                        Year Ended December 31, 2003
                                                                (in thousands)
                                                        As previously
                                                           reported      As restated

<S>                                                     <C>            <C>
Gain (loss) on sale of local partnership interests      $     5        $  (1,315)
Equity in loss of local partnerships and
 amortization of acquisition costs                         (791)            (717)
Net income (loss)                                           339             (907)
Net income (loss) allocated to general partners               3               (9)
Net income (loss) allocated to limited partners             336             (898)
Net income (loss) allocated to limited partnership
 unit                                                      4.64           (12.40)
</TABLE>


<PAGE>


Note 2 - Organization and Summary of Significant Accounting Policies

Organization

National Tax Credit Investors II ("NTCI II" or the  "Partnership")  is a limited
partnership  formed under the  California  Revised Local  Partnership  Act as of
January  12,  1990.  The  Partnership  was formed to invest  primarily  in other
limited  partnerships  ("Local  Partnerships") which own and operate multifamily
housing  complexes that are eligible for low income  housing  federal income tax
credits (the "Housing Tax Credit").  The general  partner of the  Partnership is
National  Partnership  Investments Corp. (the "General Partner" or "NAPICO"),  a
California corporation. On April 23, 1990, the Partnership offered 100,000 Units
of Limited  Partnership  Interests ("Units") at $1,000 per Unit through a public
offering  managed by Paine  Webber  Incorporated  (the "A Selling  Agent").  The
Partnership  shall  continue in full force and effect  until  December  31, 2030
unless terminated earlier pursuant to the Partnership Agreement or law.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other  transaction  documents with  Apartment  Investment and Management
Company,  ("AIMCO"), a publicly traded real estate investment trust, and certain
of its subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden
Properties, Inc. and its subsidiaries, including 100% of the outstanding capital
stock of NAPICO. Prior to March 11, 2002, Casden Properties, Inc. owned a 95.25%
economic  interest  in  NAPICO,  with the  balance  owned by  Casden  Investment
Corporation ("CIC").  CIC, which is wholly owned by Alan I. Casden, owned 95% of
the voting common stock of NAPICO prior to March 11, 2002.  The special  limited
partner of the  Partnership  ("Special  Limited  Partner")  was  PaineWebber  TC
Partners,  L.P., a Virginia limited partnership.  During the year ended December
31, 2003, the General  Partner  discovered  that the Special Limited Partner was
dissolved  prior to 2003.  It had no  capital  balance  but it's  ownership  and
allocation percentages were allocated to the limited partners.

The General Partner has a one percent  interest in operating  profits and losses
of the  Partnership.  The limited  partners  will be allocated  the remaining 99
percent interest in proportion to their respective investments.

Upon total or partial  liquidation  of the  Partnership  or the  disposition  or
partial  disposition of a project or project  interest and  distribution  of the
proceeds,  the General Partner will be entitled to a property disposition fee as
mentioned  in the  partnership  agreement.  The  limited  partners  will  have a
priority item equal to their invested  capital plus 6 percent priority return as
defined in the partnership  agreement.  This property disposition fee may accrue
but shall not be paid until the limited  partners  have  received  distributions
equal to 100 percent of their capital  contributions plus the 6 percent priority
return.

Basis of Presentation

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States.

Certain  reclassifications  have been made to the 2003 information to conform to
the 2004 presentation.

Cash and Cash Equivalents

Cash and cash equivalents include cash and money market mutual funds. At certain
times,  the amount of cash  deposited  at a bank may exceed the limit on insured
deposits. Cash balances include approximately $134,000 at December 31, 2004 that
are  maintained  by an  affiliate  management  company  on behalf of  affiliated
entities in a cash concentration account.

Method of Accounting for Investment in Local Limited Partnerships

The  investment in limited  partnerships  is accounted for on the equity method.
Acquisition  fees,  selection fees and other costs related to the acquisition of
the projects have been  capitalized  as part of the  investment  account and are
being  amortized by the  straight  line method over the  estimated  lives of the
underlying assets, which is generally 30 years.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Net Loss Per Limited Partnership Interest

Net loss per limited  partnership  interest was computed by dividing the limited
partners'  share of net loss by the  number  of  limited  partnership  interests
outstanding  at the  beginning  of the year.  The number of limited  partnership
interests was 72,404 for both the years ended December 31, 2004 and 2003.

Impairment of Long-Lived Assets

The  Partnership  reviews  long-lived  assets to determine if there has been any
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of the asset may not be recoverable.  If the sum of the expected
future  cash  flows  is  less  than  the  carrying  amount  of the  assets,  the
Partnership recognizes an impairment loss. For the years ended December 31, 2004
and  2003,   impairment   losses  of   approximately   $189,000  and   $368,000,
respectively,  were  recognized  with respect to the  investment  balance in one
Local Partnership.  See "Note 3 - Investments in Local Partnerships" for further
information.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about
Fair Value of Financial  Instruments",  as amended by SFAS No. 110, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying amounts of its financial  instruments  approximate  their fair
value.

Segment Reporting

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports. It also establishes standards for related
disclosures about products and services,  geographic areas, and major customers.
As defined in SFAS 131, the Partnership has only one reportable segment.

FASB Interpretation No. 46

As of December 31, 2004,  the  Partnership  adopted FASB  Interpretation  No. 46
"Consolidation  of  Variable  Interest  Entities"  (or "FIN 46") and applied its
requirements to all Local  Partnerships in which the Partnership held a variable
interest. FIN 46 addresses the consolidation by business enterprises of variable
interest entities.  Generally,  a variable interest entity, or VIE, is an entity
with  one or  more  of the  following  characteristics:  (a)  the  total  equity
investment  at risk is not  sufficient  to  permit  the  entity to  finance  its
activities without additional subordinated financial support; (b) as a group the
holders of the equity  investment at risk lack (i) the ability to make decisions
about  an  entity's  activities  through  voting  or  similar  rights,  (ii) the
obligation  to absorb the expected  losses of the entity,  or (iii) the right to
receive the expected residual returns of the entity; or (c) the equity investors
have voting rights that are not  proportional  to their  economic  interests and
substantially all of the entity's activities either involve, or are conducted on
behalf of, an investor that has  disproportionately  few voting  rights.  FIN 46
requires a VIE to be consolidated in the financial statements of the entity that
is determined to be the primary  beneficiary of the VIE. The primary beneficiary
generally  is the  entity  that will  receive a majority  of the VIE's  expected
losses, receive a majority of the VIE's expected residual returns, or both.

Upon adoption of FIN 46, the Partnership  determined it held variable  interests
in 17 VIE's for which the Partnership was not the primary beneficiary.  Those 17
VIE's  consist  of Local  Partnerships  in which  the  Partnership  acquired  an
interest  prior to the  adoption  of FIN 46 that  are  directly  engaged  in the
ownership or management of seventeen apartment  properties with a total of 2,071
units. The Partnership is involved with those VIEs as a non-controlling  limited
partner equity holder. The Partnership's maximum exposure to loss as a result of
its  involvement  with  unconsolidated  VIE's is  limited  to the  Partnership's
recorded   investments  in  and   receivables   from  those  VIE's,   which  was
approximately $5,164,000 at December 31, 2004. The Partnership may be subject to
additional  losses to the extent of any financial  support that the  Partnership
voluntarily provides in the future.

Note 3 - Investments in Local Partnerships

As of December 31, 2004 the Partnership holds limited  partnership  interests in
31 Local  Partnerships,  located in 19 different states. As a limited partner of
the Local Partnerships,  the Partnership does not have authority over day-to-day
management  of the  Local  Partnerships  or  their  properties  (the  "Apartment
Complexes").  The  general  partners  responsible  for  management  of the Local
Partnerships  (the "Local Operating  General  Partners") are not affiliated with
the General Partner of the Partnership, except as discussed below.

At December 31, 2004, the Local Partnerships own residential projects consisting
of 3,156 apartment units.

The projects owned by the Local  Partnerships in which NTCI-II has invested were
developed  by the Local  Operating  General  Partners who acquired the sites and
applied for  applicable  mortgages and  subsidies,  if any.  NTCI-II  became the
principal limited partner in these Local  Partnerships  pursuant to arm's-length
negotiations with the Local Operating  General  Partners.  As a limited partner,
NTCI-II's  liability for obligations of the Local Partnerships is limited to its
investment.  The Local  Operating  General  Partner  of the  Local  Partnerships
retains responsibility for developing, constructing,  maintaining, operating and
managing the Projects.  Under certain  circumstances,  an affiliate of NAPICO or
NTCI-II may act as the Local Operating General Partner.  An affiliate,  National
Tax Credit Inc. II ("NTC-II") is acting either as a special  limited  partner or
non-managing   administrative  general  partner  (the  "Administrative   General
Partner") of each Local Partnership.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local Partnerships. Accordingly, the Partnership accounts for its investments in
the Local  Partnerships  using the equity method.  The  Partnership is allocated
profits and losses of the Local Partnerships based upon its respective ownership
percentage (between 5% and 99%). The Partnership is allocated profits and losses
and receives  distributions  from  refinancings and sales in accordance with the
Local Partnerships'  partnership agreements.  These agreements usually limit the
Partnership's  distributions to an amount  substantially less than its ownership
percentage in the Local Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the  Local  Partnership's  profits  less the  Partnership's  share of the  Local
Partnership's  losses,  distributions  and  impairment  charges.  See  "Note 2 -
Organization and Summary of Significant  Accounting  Policies" for a description
of the  impairment  policy.  The  Partnership  is not  legally  liable  for  the
obligations of the Local Partnerships and is not otherwise  committed to provide
additional  support to them.  Therefore,  it does not recognize  losses once its
investment in each of the Local  Partnerships  reaches zero.  Distributions from
the Local  Partnerships  are  accounted  for as a  reduction  of the  investment
balance until the  investment  balance is reduced to zero.  When the  investment
balance  has  been  reduced  to  zero,  subsequent  distributions  received  are
recognized as income in the accompanying statements of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local Partnerships only to the extent of distributions received and amortization
of acquisition costs from those Local Partnerships.  Therefore,  the Partnership
limits its recognition of equity earnings to the amount it expects to ultimately
realize.

As  of  December  31,  2004,  the  investment  balance  in 22 of  the  31  Local
Partnerships had been reduced to zero.

The  following  is a  summary  of the  investments  in  and  advances  to  Local
Partnerships for the year ended December 31, 2004(in thousands) as restated:

Balance, beginning of year                        $ 5,912
Equity in losses of local partnerships               (572)
Distributions recognized as a return
  of investment balance                               (96)
Advances to local partnerships                      1,077
Advances made to local partnerships
  recognized as expense                            (1,077)
Amortization of capitalized acquisition
  costs and fees                                      (51)
Investments balance, end of year                  $ 5,193

The  difference  between the investment  per the  accompanying  balance sheet at
December 31, 2004 and the equity per the Local Partnerships'  combined financial
statements  is due  primarily  to  cumulative  unrecognized  equity in losses of
certain  Local  Partnerships,  costs  capitalized  to  the  investment  account,
cumulative  distributions  recognized as income, the Partnership's  recording of
capital  contributions  payable  to the  Local  Partnerships  in its  investment
balance and recognition of impairment losses.

The  Partnership's  value of its  investments  and its equity in the income/loss
and/or  distributions from the Local Limited Partnerships are, for certain Local
Limited  Partnerships,  individually,  not  material  to the  overall  financial
position  of the  Partnership.  The  financial  information  from the  unaudited
condensed  combined financial  statements of such Local Limited  Partnerships at
December  31,  2004 and for each of the two years in the  periods  then ended is
presented below. The Partnership's value of its investments in Countryside North
American Partner, L.P., Edgewood, a Limited Partnership, Fourth Street Apartment
Investors, A California Limited Partnership,  Germantown, A Limited Partnership,
Meadow Lake I, A Limited  Partnership,  Oak View Spartanburg  Associates,  L.P.,
Rancho Del Mar Apartments (An Arizona Limited  Partnership),  and Kentucky River
Apartments,  Ltd.  (collectively  the "Material  Investees") are material to the
Partnership's  financial  position and amounts  included  below for the Material
Investees are included on an audited basis.

          Condensed Combined Balance Sheet of the Local Limited Partnerships
                                    (in thousands)
<TABLE>
<CAPTION>

                                                        December 31, 2004
Assets                                         Unaudited      Audited        Total
<S>                                             <C>           <C>           <C>
  Land                                          $ 4,783       $ 1,520       $ 6,303
  Building and improvements, net of
    accumulated depreciation                     46,706         20,449       67,155
  Other assets                                    5,969          2,501        8,470
Total assets                                   $ 57,458       $ 24,470     $ 81,928
</TABLE>

<TABLE>
<CAPTION>

Liabilities and Partners Deficit:
Liabilities:
<S>                                            <C>            <C>          <C>
  Mortgage notes payable                       $ 52,455       $ 14,919     $ 67,374
  Other liabilities                              19,200          2,083       21,283
                                                 71,655         17,002       88,657

Partners' deficit                               (14,197)         7,468       (6,729)

Total liabilities and partners' deficit        $ 57,458       $ 24,470     $ 81,928
</TABLE>

<TABLE>
<CAPTION>

        Condensed Combined Results of Operations of the Local Limited Partnerships
                                      (in thousands)
                                2004       2004     2004       2003       2003      2003
                             (Unaudited) Audited    Total   (Unaudited)  Audited    Total

<S>                            <C>       <C>       <C>       <C>         <C>       <C>
    Total revenues             $12,004   $ 5,527   $17,531   $ 11,850    $ 5,244   $17,094

Expenses:
  Operating expenses             8,086     3,432    11,518      7,945      3,152    11,097
  Interest                       3,601     1,294     4,895      3,604      1,367     4,971
  Depreciation and               3,052     1,420     4,472      2,881      1,413     4,294
amortization
    Total expenses              14,739     6,146    20,885     14,430      5,932    20,362

Net loss                       $(2,735)   $  (619) $(3,354)  $ (2,580)   $ (688)   $(3,268)
</TABLE>

An affiliate of the General  Partner is currently  the Local  Operating  General
Partner in ten of the Local  Partnerships  included above, and another affiliate
receives  property  management fees of approximately 5 percent of gross revenues
from three of the Local Partnerships (See "Note 4 - Transactions with Affiliated
Parties").

One of the Local  Partnerships,  East Ridge Apartments,  filed for bankruptcy in
December  2002 in an effort to  restructure  its debt.  The property was lost to
foreclosure in June 2003.  The  Partnership's  investment  balance in this Local
Partnership  had previously been reduced to zero so this action had no effect on
the Partnership's investment balance.

At December 31, 2004, one of the Local Partnerships,  Westbridge Apartments,  is
under  contract for sale.  The  Partnership's  investment  balance in this Local
Partnership  had  previously  been  reduced to zero so this  action will have no
effect on the Partnership's investment balance.

During the year ended December 31, 2003, a Local  Partnership,  Villa Real, sold
its investment property. As the Partnership had no investment balance related to
this Local Partnership, the distribution proceeds from the sale of approximately
$793,000 were reported in distributions  from local  partnerships  recognized as
income.  A final  distribution of cash from the property was received during the
year ended December 31, 2004 totaling  approximately  $33,000 and is included in
distributions from local partnerships recognized as income.

During the year ended December 31, 2002, the Partnership  sold its investment in
the Cottages of North St. Paul. As the  Partnership  had no  investment  balance
related to this Local Partnership, the proceeds of approximately $5,000 received
during the year ended  December 31, 2003 were  reported as gain on sale of local
partnership interest.

During the year ended  December 31,  2002,  an  impairment  loss of $790,000 was
recognized with respect to the Partnership's  investment in a Local Partnership,
Michigan  Beach.  The Local  Partnership  reached a settlement  with the City of
Chicago during 2002 to complete  necessary repairs to the exterior facade of the
building.  Since the Partnership has no remaining investment balance in Michigan
Beach,  and  recovery  of the  advance is  uncertain,  the entire  amount of the
estimated  cost was  recognized  as an  impairment  loss  during  the year ended
December  31, 2002.  During the year ended  December  31,  2003,  an  additional
impairment  loss of  approximately  $368,000 was recognized  with respect to the
Partnership's  investment in Michigan Beach due to revised estimates of the cost
to complete the repairs  required by the City of Chicago.  During the year ended
December 31, 2004, the estimate was further revised and an additional impairment
loss of  approximately  $189,000 was  recognized.  As of December 31, 2004,  the
Partnership  had advanced  Michigan Beach  approximately  $1,347,000 to complete
these repairs and an  additional  approximately  $543,000 for other  operational
items.  These advances bear interest at prime plus 2%. Total interest  income on
the advances was approximately $122,000 for the year ended December 31, 2004 but
the  receivable  has been fully  reserved due to  uncertainty  of recovery  from
Michigan Beach. No interest was charged during the year ended December 31, 2003.

During the year ended December 31, 2003, the Partnership  diluted its investment
in Rancho Del Mar Limited Partnership ("Rancho") from 99% to 66.4%. The proceeds
received for this dilution of approximately $1,017,000 reduced the Partnership's
investment balance in this Local Partnership. This transaction which involved an
amendment  of the  cash  flow  distribution  provisions  of the  Rancho  limited
partnership  agreement,  was in  substance  a sale of  substantially  all of the
Partnership's economic interest in Rancho. Therefore, the Partnership recognized
a loss on sale of local partnership interests of approximately $1,320,000 during
the year ended  December  31, 2003 which  reduced the  Partnership's  investment
balance in this Local Partnership to zero.

During the year ended December 31, 2003, the Partnership  diluted its investment
in Wedgewood  Commons Limited  Partnership  from 99% to 18.99%.  The proceeds of
approximately  $83,000 for this dilution  reduced the  Partnership's  investment
balance in this Local Partnership.

Subsequent to December 31, 2004, the general partner exercised its option to buy
the  Partnership's   remaining  interest  in  Sheboygen  Regency  House  Limited
Partnership for $5,000.  The Partnership had no remaining  investment balance in
this  Local  Partnership  and  the  proceeds  were  recorded  as gain on sale of
investment during the first quarter of 2005.

Note 4 - Transactions with Affiliated Parties

Under the terms of its  Partnership  Agreement,  the Partnership is obligated to
the General Partner for the following fees:

(a)   An annual Partnership  management fee in an amount equal to 0.5 percent of
      invested  assets (as defined in the  Partnership  Agreement) is payable to
      the  General  Partner.  For the years  ended  December  31, 2004 and 2003,
      partnership  management fees in the amount of  approximately  $552,000 and
      $620,000, respectively, were recorded as an expense. At December 31, 2004,
      approximately  $94,000 of these fees remain unpaid and are included in due
      to affiliates.

(b)   A  property  disposition  fee is payable  to the  General  Partner in an
      amount  equal to the  lesser of (i)  one-half  of the  competitive  real
      estate  commission  that would have been charged by  unaffiliated  third
      parties  providing  comparable  services in the area where the apartment
      complex is  located,  or (ii) 3 percent of the sale  price  received  in
      connection  with the sale or  disposition  of the  apartment  complex or
      local  partnership   interest,   but  in  no  event  will  the  property
      disposition  fee and all  amounts  payable to  unaffiliated  real estate
      brokers in connection  with any such sale exceed in the  aggregate,  the
      lesser of the  competitive  rate (as  described  above) or 6 percent  of
      such  sale  price.  Receipt  of the  property  disposition  fee  will be
      subordinated to the distribution of sale or refinancing  proceeds by the
      Partnership  until the limited  partners have received  distributions of
      sale or refinancing  proceeds in an aggregate  amount equal to (i) their
      6 percent  priority  return for any year not  theretofore  satisfied (as
      defined in the  partnership  agreement)  and (ii) an amount equal to the
      aggregate adjusted investment (as defined in the partnership  agreement)
      of the limited partners.  No disposition fees have been paid or accrued.

(c)   The Partnership  reimburses NAPICO for certain expenses. The reimbursement
      to NAPICO was approximately $60,000 for both years ended December 31, 2004
      and 2003 and is included in general and administrative expenses.

NTC-II or  another  affiliate  of the  General  Partner  is the Local  Operating
General Partner in ten of the Partnership's 31 Local Partnerships.  In addition,
NTC-II  is  typically  either a special  limited  partner  or an  administrative
general partner in each Local Partnership.

An affiliate of the General Partner  managed three and four properties  owned by
Local  Partnerships   during  the  years  ended  December  31,  2004  and  2003,
respectively.  The Local Partnerships pay the affiliate property management fees
in the amount of five percent of their gross rental revenues and data processing
fees.  The amounts paid were  approximately  $153,000 and $231,000 for the years
ended December 31, 2004 and 2003, respectively.

During the year ended  December  31, 2004,  an affiliate of the General  Partner
advanced approximately  $1,084,000 to the Partnership for operating expenses and
advances to Michigan Beach and Quivira Place Local Partnerships.  These advances
bore interest at prime plus 2.0%.  Approximately $285,000 of these advances were
repaid during the year ended December 31, 2004. Interest expense during the year
ended  December  31,  2004 was  approximately  $16,000.  At  December  31,  2004
approximately  $813,000 of advances and accrued  interest remain payable and are
included in due to affiliates.

Subsequent  to December 31, 2004, an affiliate of the General  Partner  advanced
approximately $250,000 to the Partnership for payment of the 2002, 2003 and 2004
New Jersey Partnership tax. (see "Note 8 - Fourth Quarter Adjustment").

As of December 31, 2004, the fees and advances due the General Partner  exceeded
the Partnership's  cash. The General Partner,  during the forthcoming year, will
not  demand  payment  of  amounts  due in  excess  of such cash or such that the
Partnership would not have sufficient  operating cash; however,  the Partnership
still remains liable for all such amounts.

During the year ended  December  31, 2003,  an affiliate of the General  Partner
advanced approximately  $1,278,000 to the Partnership for operating expenses and
to fund the capital  spending  required at Michigan  Beach.  This  advance  bore
interest  at prime plus 2% and was repaid  prior to  December  31,  2003.  Total
interest   expense  incurred  during  the  year  ended  December  31,  2003  was
approximately $7,000.

AIMCO and its affiliates owned 397.0 limited partnership interests (the "Units")
in the Partnership  representing  0.55% of the outstanding Units at December 31,
2004. It is possible that AIMCO or its affiliates will acquire  additional Units
in exchange  for cash or a  combination  of cash and units in AIMCO  Properties,
L.P., the operating partnership of AIMCO. Pursuant to the Partnership Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as General  Partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of  the  General  Partner  to  AIMCO  as  its  sole
stockholder.

Note 5 - Income Taxes

The  Partnership  is not taxed on its income.  The  partners  are taxed in their
individual  capacities based upon their  distributive share of the Partnership's
taxable  income  or  loss  and are  allowed  the  benefits  to be  derived  from
off-setting  their  distributive  share of the tax losses against taxable income
from other sources  subject to passive loss  limitations.  The taxable income or
loss differs from  amounts  included in the  statements  of  operations  because
different  methods are used in determining the losses of the Local  Partnerships
as  discussed  below.  The tax  loss  is  allocated  to the  partner  groups  in
accordance with Section 704(b) of the Internal Revenue Code and therefore is not
necessarily proportionate to the interest percentage owned.

A reconciliation follows:

                                                  Years Ended December 31,
                                                     2004            2003
                                                       (in thousands)
                                                        (As Restated)
Net loss per financial statements                  $(2,669)         $ (907)
  Other                                                102          (1,468)
  Gain on foreclosure of Partnership interest         (573)            190
Loss per tax return                                 (3,140)         (2,185)

Loss per limited partnership interest              $(42.93)        $(29.90)

The following is a reconciliation between the Partnership's reported amounts and
the federal tax basis of net assets:

                                                   December 31, 2004
                                                     (in thousands)
                                                     (As Restated)

      Net assets as reported                            $ 4,130
      Add (deduct):
        Deferred offering costs                            9,367
        Investment in Partnerships                       (16,099)
        Other                                              8,540
      Net assets - federal tax basis                    $ 5,938

Note 6 - Gain on Legal Settlement

During 2001, the Partnership and an affiliated  partnership filed a suit against
several  parties for breach of  fiduciary  duties and breach of the  partnership
agreements  of  Quivira  Limited  Partnership,  in  which  the  Partnership  has
invested, and another Limited Partnership in which the affiliated partnership is
invested.   The  property  in  each  respective  Limited  Partnership  had  been
refinanced  during 2001;  however,  the proceeds from the refinancing were being
held within the Quivira Limited Partnership instead of being distributed.

During the year ended December 31, 2002, the Partnership received  approximately
$108,000  from one of the  parties  involved  in this legal  action as part of a
settlement agreement.  Approximately  $1,492,000 of its share of the refinancing
proceeds of Quivira  Limited  Partnership  were received during August 2002. The
Partnership obtained judgments totaling approximately $4,800,000 against certain
defendants in 2002.  During the year ended  December 31, 2003,  the  Partnership
received approximately $1,682,000 from the parties involved in this legal action
as part of a global settlement agreement with the local general partner.  During
the year  ended  December  31,  2004,  the  Partnership  received  approximately
$193,000 in additional settlement payments. As part of the settlement agreement,
the Partnership  expects to receive additional payments from the defendants over
the next five years.  Subsequent to December 31, 2004, the Partnership  received
approximately $80,000 in additional settlement payments.


<PAGE>


Note  7  -  Real  Estate  and   Accumulated   Depreciation  of  Local  Limited
            Partnerships in which NTCI-II has Invested (in thousands)

(1) Schedule of Encumbrances  and Investment  Properties (all amounts  unaudited
except for those  amounts  relative to the Material  Investees - see Note 2) (in
thousands):
<TABLE>
<CAPTION>

                                                  Buildings
                                                     And
                                                   Related
                                                  Personal                 Accumulated
        Description         Encumbrances  Land    Property      Total     Depreciation

<S>                            <C>       <C>        <C>         <C>           <C>
Ashville Equity (Westview)     $ 920     $ 171      $ 659       $ 830         $ 177
Columbus Junction Park            642        40        803         843           324
Countryside Place               4,147       470      8,346       8,816         4,027
Edgewood Apts.                  1,541       158      3,895       4,053         1,994
Fourth Street                     920       242      4,219       4,461         1,980
Germantown Apts.                2,210       210      4,613       4,823         2,419
Great Basin Assoc.                572       143      1,406       1,549           749
Grimes Park Apts.                 453        50        537         587           222
Jamestown Terrace               2,832       298      3,501       3,799         1,222
Jefferson Meadows               3,248        85      5,348       5,433         2,718
Kentucky River                    895       149      2,026       2,175           734
Lincoln Grove                     462       118      3,977       4,095         1,444
Meadowlakes                     1,152       136      3,964       4,100         2,042
Michigan Beach                  6,098       792      6,022       6,814           936
Nickel River (Wedgewood)        1,522       140      3,049       3,189         1,198
Norwalk Park Apts.                422        51        491         542           211
Oakview Apts.                   1,010        81      3,616       3,697         1,640
Palm Springs View Apts.         5,040       901      6,772       7,673         2,848
Pam Apts.                       1,075        50      2,652       2,702         1,994
Parkwood Landing                4,076       720      9,227       9,947         4,667
Pensacola Affordable              962       252      1,848       2,100           925
Pineview Terrace                2,683        82      3,241       3,323         1,156
Quivira Place                   6,415       100     13,506      13,606         7,021
Rancho del Mar                  3,043        75      8,770       8,845         4,164
Salem Park Apts.                2,389       204      4,294       4,498         2,428
Sheboygan                       1,364        47      2,575       2,622         1,397
Sitka III (Spruce Grove)        1,150        42      1,481       1,523           758
Soldotna (Northwood Senior)     1,457        59      1,925       1,984           678
Torres de Plata II              3,027       158      3,846       4,004         2,027
Virginia Park Meadows           3,212        78      5,367       5,445         2,710
Westbridge Apts.                2,435       201      3,064       3,265         1,075
Total                         $67,374    $6,303   $125,040    $131,343       $57,885
</TABLE>

(2)  Reconciliation  of real  estate  (all  amounts  unaudited  except for those
amounts relative to the Material Investees - see Note 3) (in thousands):
<TABLE>
<CAPTION>

                                             Years Ended December 31,
                               2004      2004      2004       2003     2003     2003
                            (Unaudited) Audited    Total   (Unaudited)Audited   Total
Real estate:
<S>                          <C>        <C>      <C>        <C>       <C>     <C>
Balance  at   beginning  of  $88,725    $40,889  $129,614   $95,584   $40,838 $136,422
year
 Improvements   during  the    1,650         79     1,729     1,121        51    1,172
 year
 Disposal of property             --         --        --    (7,980)       --   (7,980)
Balance at end of year       $90,375    $40,968  $131,343   $88,725   $40,889 $129,614
</TABLE>

(3) Reconciliation of accumulated depreciation (all amounts unaudited except for
those amounts relative to the Material Investees - see Note 3) (in thousands):
<TABLE>
<CAPTION>

                                            Years Ended December 31,
                             2004       2004      2004       2003      2003     2003
                           Unaudited   Audited    Total   Unaudited  Audited   Total
Accumulated depreciation:
 Balance at beginning
<S>                         <C>        <C>       <C>       <C>       <C>      <C>
   of year                  $35,909    $17,619   $53,528   $35,343   $16,230  $51,573
 Depreciation expense
for the year                  3,052      1,420     4,472     2,881     1,413    4,294
 Disposal of property           (75)       (40)     (115)   (2,315)      (24)  (2,339)
Balance at end of year      $38,886    $18,999   $57,885   $35,909   $17,619  $53,528
</TABLE>

Note 8 - Contingencies

The General Partner is involved in various lawsuits arising from transactions in
the ordinary  course of business.  In the opinion of management  and the General
Partner,   the  claims  will  not  result  in  any  material  liability  to  the
Partnership.

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC") is conducting a formal investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,   AIMCO  believes  the  areas  of  investigation   include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, and tax credit  transactions.
At the end of the first quarter of 2005, the SEC added certain tender offers for
limited partnership interests as an area of investigation.  AIMCO is cooperating
fully.  AIMCO is not able to predict  when the  investigation  will be resolved.
AIMCO does not believe  that the ultimate  outcome will have a material  adverse
effect  on its  consolidated  financial  condition  or  results  of  operations.
Similarly,  the General Partner does not believe that the ultimate  outcome will
have a material  adverse  effect on the  Partnership's  financial  condition  or
results of operations.

<PAGE>



Note 9 - Fourth Quarter Adjustment

The Partnership's  policy is to record equity in loss from Local Partnerships on
a quarterly basis, using interim financial information provided by the operating
general  partners of the Local  Partnerships.  For the first  three  quarters of
2003, the equity in loss from Local  Partnerships  was based on these  estimated
amounts.  During  the  fourth  quarter  of 2003,  the  Partnership  recorded  an
adjustment  to the  equity  in loss from  Local  Partnerships  of  approximately
$557,000  due to a  difference  in the  estimated  losses and the actual  losses
incurred by the Local  Partnerships for the year. The actual equity in loss from
Local  Partnerships  for the year  ended  December  31,  2003 was  approximately
$717,000,  as compared to the estimated  equity in loss from Local  Partnerships
for the nine months ended September 30, 2003 of approximately $148,000.

In 2002 a new  Partnership tax related to the investment  properties  located in
New Jersey was implemented.  Included in general and administrative expenses for
the year ended December 31, 2004 are costs associated with the New Jersey tax of
approximately $250,000 for the years 2002, 2003, and 2004.

Subsequent  to December 31, 2004, an affiliate of the General  Partner  advanced
approximately $250,000 to the Partnership for payment of the 2002, 2003 and 2004
New Jersey Partnership tax.

As of December 31, 2004, the fees and advances due the General Partner  exceeded
the Partnership's  cash. The General Partner,  during the forthcoming year, will
not  demand  payment  of  amounts  due in  excess  of such cash or such that the
Partnership would not have sufficient  operating cash; however,  the Partnership
still remains liable for all such amounts.



<PAGE>



ITEM 8.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURES

None.

ITEM 8b.    CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the General Partner,  who are the equivalent of the  Partnership's  principal
executive officer and principal financial officer,  respectively,  has evaluated
the  effectiveness of the Partnership's  disclosure  controls and procedures (as
such term is defined  in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")) as of the end of the
period covered by this report. Based on such evaluation, the principal executive
officer and  principal  financial  officer of the General  Partner,  who are the
equivalent  of the  Partnership's  principal  executive  officer  and  principal
financial  officer,  respectively,  have  concluded  that, as of the end of such
period,  the  Partnership's  disclosure  controls  and  procedures  needed to be
improved and were improved  subsequent to December 31, 2004 to provide that sale
transactions  are  properly  recorded.   In  particular,   the  Partnership  has
implemented a system to improve the coordination and communication between those
groups responsible for effecting  transactions related to the investments of the
Partnership  and those groups  responsible  for the preparation and reporting of
such transactions.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

None.



<PAGE>


                                    PART III

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

National Tax Credit Investors II (the  "Partnership" or the "Registrant") has no
directors.  The general  partner  responsible for conducting the business of the
Partnership is National  Partnership  Investments Corp a California  Corporation
("NAPICO" or the "General Partner").

The names and ages of, as well as the positions and offices held by, the present
directors  and  officers  of NAPICO are set forth  below:  The  General  Partner
manages and  controls  substantially  all of the  Partnership's  affairs and has
general  responsibility  and  ultimate  authority in all matters  affecting  its
business.  There are no family  relationships  between or among any directors or
officers.

Harry G. Alcock                 42    Executive Vice President and
                                        Director
David R. Robertson              39    President, Chief Executive Officer
                                        and Director
Charles McKinney                53    Senior Vice President and Director
                                        of Asset Management
Jeffrey H. Sussman              39    Senior Vice President, General
                                        Counsel and Secretary
Brian H. Shuman                 42    Senior Vice President and Chief
                                        Financial Officer

Harry G. Alcock was appointed as a Director of the Corporate  General Partner in
October 2004 and was appointed Executive Vice President of the Corporate General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President  Acquisitions  where he served until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

David R. Robertson has been President, Chief Executive Officer and a Director of
the Corporate  General  Partner since  October 2002.  Mr.  Robertson has been an
Executive  Vice  President  of AIMCO  since  February  2002,  and was  appointed
President and Chief  Executive  Officer of AIMCO  Capital in October  2002.  Mr.
Robertson  is  responsible  for  property   operations,   asset  management  and
transaction   activities   within  AIMCO   Capital's   portfolio  of  affordable
properties,  and for  redevelopment  and  construction  activities  for both the
conventional  and  affordable  property  portfolios.  Since  February  1996, Mr.
Robertson has been Chairman and Chief Executive Officer of Robeks Corporation, a
privately held chain of specialty food stores.

Charles McKinney has been Senior Vice President and Director of Asset Management
of the  Corporate  General  Partner and AIMCO Capital since January 2003 and has
overall responsibility for monitoring the construction, lease-up, operations and
compliance  issues for all  assets  constituting  a part of  AIMCO's  affordable
portfolio.  Mr.  McKinney  joined AIMCO as Vice President of Transactions in the
Affordable  Group  in  June  2002  and  had   responsibility   for  value  added
dispositions  of  affordable  properties  in the  Western  portion of the United
States.  From  September  2000  through  May 2002,  Mr.  McKinney  was  Managing
Underwriter for Real Estate Recovery, Inc. where he was responsible for the real
estate loan underwriting and loan review for the company's  clients.  From March
1998 through August 2000, Mr.  McKinney was the Executive  Managing  Director of
American Capital Advisors, Inc. an investment banking company.

Jeffrey H. Sussman has been Senior Vice President, General Counsel and Secretary
of the Corporate  General  Partner since joining  NAPICO in 1998. Mr. Sussman is
responsible for the legal affairs of NAPICO and its affiliates. Prior to joining
NAPICO in 1998, Mr. Sussman was an associate with the law firm of Rus, Miliband,
Williams & Smith in Irvine,  California.  His  practice  emphasized  real estate
finance  and  insolvency  law and  included  the  representation  of  borrowers,
lenders, and court-appointed  trustees in matters involving apartment complexes,
retail centers and hotels.

Brian H. Shuman has been Senior Vice  President and Chief  Financial  Officer of
the  Corporate  General  Partner  since  joining  NAPICO in 2000.  Mr. Shuman is
responsible  for  the  financial  affairs  of  NAPICO  as  well  as the  limited
partnership  sponsored by it. From 1996 until joining NAPICO in August 2000, Mr.
Shuman was Vice President - Finance for Preferred  Health  Management  Inc., the
largest  provider  of  worker   compensation   diagnostic  imaging  services  in
California formed in 1996, and was responsible for establishing and managing the
accounting, billing, collection, treasury and financial reporting departments.

The board of directors of the Corporate General Partner does not have a separate
audit  committee.  As such,  the board of  directors  of the  Corporate  General
Partner fulfills the functions of an audit committee. The board of directors has
determined  that Brian H. Shuman meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Corporate  General Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

ITEM 10.    EXECUTIVE COMPENSATION

Neither  the  director  nor the  officers  received  any  remuneration  from the
Registrant for the year ended December 31, 2004.

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)   Security Ownership of Certain Beneficial Owners

      The  General  Partners  own  all of the  outstanding  general  partnership
      interests of NTCI II. No person or entity is known to own  beneficially in
      excess of 5 percent of the outstanding limited partnership interests.

         Entity                             Number of Units    Percentage

         AIMCO Properties, L.P.
           (an affiliate of AIMCO)               397.0           0.55%

AIMCO  Properties,  L.P. is indirectly,  ultimately  controlled by AIMCO.  Its
business address is 4582 Ulster St. Parkway, Suite 1100, Denver, CO 80237.

(b)   None of the officers or  directors of the General  Partner own directly or
      beneficially any limited partnership interests in NTCI II.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Under the terms of its  Partnership  Agreement,  the Partnership is obligated to
the General Partner for the following fees:

(a)   An annual Partnership  management fee in an amount equal to 0.5 percent of
      invested  assets (as defined in the  Partnership  Agreement) is payable to
      the  General  Partner.  For the years  ended  December  31, 2004 and 2003,
      partnership  management fees in the amount of  approximately  $552,000 and
      $620,000, respectively, were recorded as an expense. At December 31, 2004,
      approximately  $94,000 of these  remain  unpaid and are included in due to
      affiliates.

(b)   A  property  disposition  fee is payable  to the  General  Partner in an
      amount  equal to the  lesser of (i)  one-half  of the  competitive  real
      estate  commission  that would have been charged by  unaffiliated  third
      parties  providing  comparable  services in the area where the apartment
      complex is  located,  or (ii) 3 percent of the sale  price  received  in
      connection  with the sale or  disposition  of the  apartment  complex or
      local  partnership   interest,   but  in  no  event  will  the  property
      disposition  fee and all  amounts  payable to  unaffiliated  real estate
      brokers in connection  with any such sale exceed in the  aggregate,  the
      lesser of the  competitive  rate (as  described  above) or 6 percent  of
      such  sale  price.  Receipt  of the  property  disposition  fee  will be
      subordinated to the distribution of sale or refinancing  proceeds by the
      Partnership  until the limited  partners have received  distributions of
      sale or refinancing  proceeds in an aggregate  amount equal to (i) their
      6 percent  priority  return for any year not  theretofore  satisfied (as
      defined in the  partnership  agreement)  and (ii) an amount equal to the
      aggregate adjusted investment (as defined in the partnership  agreement)
      of the limited partners.  No disposition fees have been paid or accrued.

(c)   The Partnership  reimburses NAPICO for certain expenses. The reimbursement
      to NAPICO was approximately $60,000 for both years ended December 31, 2004
      and 2003 and is included in general and administrative expenses.

NTC-II or  another  affiliate  of the  General  Partner  is the Local  Operating
General Partner in ten of the Partnership's 31 Local Partnerships.  In addition,
NTC-II  is  typically  either a special  limited  partner  or an  administrative
general partner in each Local Partnership.

An affiliate of the General Partner  managed three and four properties  owned by
Local  Partnerships   during  the  years  ended  December  31,  2004  and  2003,
respectively.  The Local Partnerships pay the affiliate property management fees
in the amount of five percent of their gross rental revenues and data processing
fees.  The amounts paid were  approximately  $153,000 and $231,000 for the years
ended December 31, 2004 and 2003, respectively.

During the year ended  December  31, 2004,  an affiliate of the General  Partner
advanced approximately  $1,084,000 to the Partnership for operating expenses and
advances to Michigan Beach and Quivera Place Local Partnerships.  These advances
bore interest at prime plus 2.0%.  Approximately $285,000 of these advances were
repaid during the year ended December 31, 2004. Interest expense during the year
ended  December  31,  2004 was  approximately  $16,000.  At  December  31,  2004
approximately  $813,000 of advances and accrued  interest remain payable and are
included in due to affiliates.

Subsequent  to December 31, 2004, an affiliate of the General  Partner  advanced
approximately $250,000 to the Partnership for payment of the 2002, 2003 and 2004
New Jersey Partnership tax. (see "Note 8 - Fourth Quarter Adjustment").

As of December 31, 2004, the fees and advances due the General Partner  exceeded
the Partnership's  cash. The General Partner,  during the forthcoming year, will
not  demand  payment  of  amounts  due in  excess  of such cash or such that the
Partnership would not have sufficient  operating cash; however,  the Partnership
still remains liable for all such amounts.

During the year ended  December  31, 2003,  an affiliate of the General  Partner
advanced approximately  $1,278,000 to the Partnership for operating expenses and
to fund the capital  spending  required at Michigan  Beach.  This  advance  bore
interest  at prime plus 2% and was repaid  prior to  December  31,  2003.  Total
interest   expense  incurred  during  the  year  ended  December  31,  2003  was
approximately $7,000.

AIMCO and its affiliates owned 397.0 limited partnership interests (the "Units")
in the Partnership  representing  0.55% of the outstanding Units at December 31,
2004. It is possible that AIMCO or its affiliates will acquire  additional Units
in exchange  for cash or a  combination  of cash and units in AIMCO  Properties,
L.P., the operating partnership of AIMCO. Pursuant to the Partnership Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as General  Partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of  the  General  Partner  to  AIMCO  as  its  sole
stockholder.

ITEM 13.    EXHIBITS

            See Exhibit Index Attached.


<PAGE>



Item 14.    Principal Accountant Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2005. The aggregate fees
billed  for  services  rendered  by  Ernst & Young  LLP for  2004  and  2003 are
described below.

Audit Fees. Fees for audit services  totaled  approximately  $49,000 and $44,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services  totaled  approximately  $19,000 and $26,000 for
2004 and 2003, respectively.



<PAGE>


                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                    NATIONAL TAX CREDIT INVESTORS II
                                    (a California limited partnership)


                                    By:   National Partnership Investments Corp.
                                          General Partner


                                    By:   /s/David R. Robertson
                                          David R. Robertson
                                          President, Chief Executive Officer
                                          and Director


                                    By:   /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Senior Vice President and
                                          Chief Financial Officer


                                    Date: May 20, 2005


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


/s/Harry G. Alcock            Director and Executive        Date: May 20, 2005
Harry G. Alcock               Vice President


/s/David R. Robertson         President, Chief Executive    Date: May 20, 2005
David R. Robertson            Officer and Director


/s/Brian H. Shuman            Senior Vice President and     Date: May 20, 2005
Brian H. Shuman               Chief Financial Officer



<PAGE>


                        NATIONAL TAX CREDIT INVESTORS II
                                  EXHIBIT INDEX

Exhibit     Description of Exhibit

   3        Partnership  Agreement  (herein  incorporated  by reference to the
            Partnership's Form S-11 Registration No. 33-27658)

   31.1     Certification  of equivalent of Chief Executive  Officer pursuant to
            Securities  Exchange  Act  Rules  13a-14(a)/15d-14(a),   as  Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   31.2     Certification  of equivalent of Chief Financial  Officer pursuant to
            Securities  Exchange  Act  Rules  13a-14(a)/15d-14(a),   as  Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   32.1     Certification  of the equivalent of the Chief Executive  Officer and
            Chief  Financial  Officer  Pursuant to 18 U.S.C.  Section  1350,  as
            Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   99.1     Independent Auditors' Report for Kentucky River Apartments, Ltd.



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, David R. Robertson, certify that:


1.    I have reviewed this annual report on Form 10-KSB/A of National Tax Credit
      Investors II;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  May 20, 2005

                                    /s/David R. Robertson
                                    David R. Robertson
                                    President and Chief  Executive  Officer of
                                    National Partnership Investments Corp.,
                                    equivalent of the chief executive  officer
                                    of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Brian H. Shuman, certify that:


1.    I have reviewed this annual report on Form 10-KSB/A of National Tax Credit
      Investors II;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date: May 20, 2005

                                    /s/Brian H. Shuman
                                    Brian H. Shuman
                                    Senior Vice President and Chief  Financial
                                    Officer    of     National     Partnership
                                    Investments   Corp.,   equivalent  of  the
                                    chief financial officer of the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the Annual  Report on Form  10-KSB/A of National Tax Credit
Investors II (the "Partnership"),  for the year ended December 31, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
David R.  Robertson,  as the  equivalent of the chief  executive  officer of the
Partnership,  and Brian H.  Shuman,  as the  equivalent  of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  May 20, 2005


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  May 20, 2005


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


<PAGE>


Exhibit 99.1

Independent Auditor's Report

To the Partners
Kentucky River Apartments, Ltd.
A Kentucky Limited Partnership
Winchester, Kentucky

I have audited the  accompanying  balance sheets of Kentucky  River  Apartments,
Ltd., a limited  partnership,  as of December 31, 2004 and 2003, and the related
statements of operations,  changes in partners' capital, and cash flows for each
of the two  years  in the  period  ended  December  31,  2004.  These  financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on those financial  statements based on
my audits.

I conducted my audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of material  misstatement.  I was not engaged to
perform an audit of the Partnership's internal control over financial reporting.
My 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,  I express no such opinion. An audit also 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  the  management,   and  evaluating  the  overall  financial  statement
presentation.  I  believe  that my  audits  provide  a  reasonable  basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Kentucky River Apartments,  Ltd. at
December 31, 2004 and 2003, and the results of its operations and its cash flows
for each of the two years in the period ended  December 31, 2004,  in conformity
with accounting principles generally accepted in the United States.


/s/Donald W. Causey, CPA, P.C.
Gadsden, Alabama
March 5, 2005