UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-K




(Mark
One)





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


ACT OF
1934





For the
fiscal year ended March 31, 2010





OR





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


EXCHANGE
ACT OF 1934





For the
transition period from ___________ to _____________





Commission
file number: 0-20057








WNC
HOUSING TAX CREDIT FUND II, L.P.


(Exact
name of registrant as specified in its charter)





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





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





(714)
662-5565


(Telephone
number)








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





NONE





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





UNITS OF
LIMITED PARTNERSHIP INTEREST


(Title of
Class)





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


Yes   o        No    x





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


Yes   o        No    x











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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes 
o   No x





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.


Large
accelerated filer     o    
Accelerated filer     o    
Non-accelerated filer     x    
Smaller reporting company      o





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


Yes     o     No   
x








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





INAPPLICABLE





DOCUMENTS
INCORPORATED BY REFERENCE





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





NONE





2





PART
I.





Item
1.  Business





Organization





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





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





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





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





Description
of Business





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





As a
consequence of the provisions of tax law in effect for dispositions of buildings
prior to August 2008, in order to avoid recapture of Low Income Housing Tax
Credits, the Partnership expected that it would not dispose of its interests in
Local Limited Partnerships (“Local Limited Partnership Interests”) or approve
the sale by any Local Limited Partnership of its Housing Complex prior to the
end of the applicable Compliance Period. That provision of law was amended in
2008 (i) to provide that there would be no recapture on sale of a Low
Income Housing Tax Credit building during the Compliance Period if it were
reasonable to expect at the time of sale that the building would continue to be
operated as qualified low income housing (see “Exit Strategy” below) and
(ii) to eliminate the possibility of posting a bond against potential
recapture.  The Partnership is seeking to sell its Local Limited
Partnership Interests.  Nonetheless, because of (i) the nature of the
Housing Complexes and the Local Limited Partnership Interests, (ii) the
difficulty of predicting the resale market for low-income housing, (iii) the
current economy, and (iv) the ability of lenders to disapprove of transfer, it
is not possible at this time to predict whether the liquidation of the
Partnership's assets and the disposition of the proceeds, if any, in accordance
with the Partnership's Agreement of Limited Partnership dated January 19, 1990
(the "Partnership Agreement"), will be accomplished in the near term.
Furthermore, the recent codification of the economic substance doctrine as part
of 2010 legislation has created some uncertainty about the deductibility of
losses from low income housing that is not generating Low Income Housing Tax
Credits, and this could have an adverse effect on the resale market for Housing
Complexes and Local Limited Partnership Interests.  If a Local Limited
Partnership Interest or the related Housing Complex is not sold, it is
anticipated that the Local General Partner would continue to operate such
Housing Complex.





3


The
Partnership originally invested in twenty-seven Local Limited Partnerships, five
of which have been sold or otherwise disposed of as of March 31,
2010.  Each of these Local Limited Partnerships owns or did own a
Housing Complex that was eligible for the Federal Low Income Housing Tax Credit.
Certain Local Limited Partnerships may also benefit from additional government
programs promoting low- or moderate-income housing.





Exit
Strategy





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





Upon the
sale of a Local Limited Partnership Interest or Housing Complex after the end of
the Compliance Period, there would be no recapture of Low Income Housing Tax
Credits. All Local Limited Partnerships have completed their 15-year
Compliance Period.





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





Upon
identifying those Housing Complexes with the highest potential for a successful
sale, refinancing or syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to maximize the Limited Partners’
return wherever possible and, ultimately, to wind down the Partnership. Local
Limited Partnership interests may be disposed of any time by the General Partner
in its discretion.  While liquidation of the Housing Complexes
continues to be evaluated, the dissolution of the Partnership was not imminent
as of March 31, 2010.





Housing Complexes
Disposed





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





As of
March 31, 2009 the Partnership sold the Housing Complex of one Local Limited
Partnership, Lake View, a California limited partnership.  The
Partnership also sold its Local Limited Partnership Interests in Ashland
Investment Group and Wilcox Investment Group.  Each of the Local
Limited Partnerships had completed its Compliance Period.





During
the year ended March 31, 2010, the Partnership sold its Limited Partnership
Interest in Cherokee Square Ltd. (“Cherokee”).  Cherokee was appraised
with a value of $584,000 and had an outstanding mortgage balance of
$940,544.  Cherokee did not have an Option Agreement but the Local
General Partner was interested in purchasing the Limited Partnership interest in
the property.  Although Cherokee had an appraisal value less than its
outstanding debt, the Local General Partner agreed to pay the Partnership
$20,000 to cover all transfer costs, including legal expenses and the appraisal
costs.  Therefore the Local Limited Partnership interest of Cherokee
was purchased by the Local General Partner in April 2009.  The
Partnership received the $20,000 for the disposition and the funds were placed
into the Partnerships reserves and was used to reimburse the General Partner or
an affiliate for operating expense reimbursements and pay asset management fees.
No proceeds were distributed to the Limited Partners.  As the
investment balance had been reduced to zero, the Partnership recorded a gain on
the sale of the Local Limited Partnership Interest for the year ended March 31,
2010.





4


Additionally
during the year ended March 31, 2010, the Partnership sold its Limited
Partnership Interest in DiVall Midland Associates Limited Partnership II
(“DiVall”).  DiVall was appraised with a value of $545,000 and had an
outstanding mortgage balance of $1,114,000.   DiVall did not have
an Option Agreement but the Local General Partner was interested in purchasing
the Limited Partnership interest in the property.  Although DiVall had
an appraisal value less than its outstanding debt, the Local General Partner
agreed to pay the Partnership $27,499 to cover all transfer costs, including
legal expenses and the appraisal costs.  Therefore the Local Limited
Partnership interest of DiVall was purchased by the Local General Partner.
Thecash received
for the disposition of DiVall was placed in the Partnership’s reserves and used
to pay the costs incurred related to both the disposition and other operating
expenses of the Partnership. No proceeds were distributed to the Limited
Partners.   As the investment balance had been reduced to zero,
the Partnership recorded a gain on the sale of the Local Limited Partnership
Interest for the year ended March 31, 2010.





The
Partnership has identified one additional Local Limited Partnership for
disposition, Whitewater Woods, Limited Partnership (“Whitewater
Woods”.)  A third party has shown interest in purchasing our Local
Limited Partnership Interest.  The discussions about the possible
disposition are still in the preliminarily stages.  The Partnership
has received an appraisal for Whitewater Woods and is currently reviewing the
appraisal and has started discussions with the third party.





Item
1A.  Risk Factors





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




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





Sales of Housing Complexes are
subject to limitations which may impact a Local Limited Partnership’s ability to
sell its Housing Complex.  Each Local Limited Partnership
executes an extended low income housing commitment with the state in which the
Housing Complex is located.  The extended low income housing
commitment states the number of years that the Local Limited Partnership and any
subsequent owners must rent the Housing Complex as low income
housing.  Under Federal law, the commitment must be for at least 30
years.  The commitment, actually agreed to, may be significantly
longer than 30 years.  In prioritizing applicants for Low Income
Housing Tax Credits, most states give additional points for commitment periods
in excess of 30 years.  On any sale of the Housing Complex during the
commitment period, the purchaser would have to agree to continue to rent the
Housing Complex as low income housing for the duration of the commitment
period.  This requirement reduces the potential market, and possibly
the sales price, for the Housing Complexes.  The sale of a Housing
Complex may be subject to other restrictions.  For example, Federal
lenders or subsidizers may have the right to approve or disapprove a purchase of
a Housing Complex.  Accordingly, there can be no assurance that a
Local Limited Partnership will be able to sell its Housing
Complex.  Even if it does so, there can be no assurance that any
amount of cash will be distributed to the Limited Partners.  The
Partnership would first use sale proceeds to pay obligations of the
Partnership.  As a result, a material portion of the Low Income
Housing Tax Credits may represent a return of the money originally invested in
the Partnership.





As part
of the recently enacted health care legislation, Congress has codified the
economic substance doctrine. Because of its recent enactment, the full reach of
this provision is unclear.  Inasmuch as Housing Complexes might offer
no benefit to a purchaser other than tax benefits, it is possible that the
economic substance doctrine could be interpreted to limit deduction of tax
losses from Housing Complexes, which would be expected to have a significant
adverse effect on the sale value of the Housing Complexes and the Local Limited
Partnership Interests.





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





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





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





5


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





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





·
            Obtaining
      tenants for the Housing Complexes.  Government regulations limit
      the types of people who can rent subsidized housing. These regulations may
      make it more difficult to rent the residential units in the Housing
      Complexes.


·
            Obtaining
      rent increases.  In many cases rents can only be increased with
      the prior approval of the subsidizing
agency.


·
            Limitations
      on cash distributions.  The amount of cash that may be
      distributed to owners of subsidized Housing Complexes is less than the
      amount that could be earned by the owners of non-subsidized Housing
      Complexes.


·
            Limitations
      on sale or refinancing of the Housing Complexes.  A Local
      Limited Partnership may be unable to sell its Housing Complex or to
      refinance its mortgage loan without the prior approval of the lender. The
      lender may withhold such approval in the discretion of the lender.
      Approval may be subject to conditions, including the condition that the
      purchaser continues to operate the property as affordable housing for
      terms which could be as long as 30 years or more. In addition, any
      prepayment of a mortgage may result in the assessment of a prepayment
      penalty.


·
            Limitations
      on transfers of interests in Local Limited Partnerships.  The
      Partnership may be unable to sell its interest in a Local Limited
      Partnership without the prior approval of the lender.  The
      lender may withhold such approval in the discretion of the
      lender.  Approval may be subject to
  conditions.


·
            Limitations
      on removal and admission of Local General Partners.  The
      Partnership may be unable to remove a Local General Partner from a Local
      Limited Partnership except for cause, such as the violation of the rules
      of the lender or state allocating authority.  Regulations may
      prohibit the removal of a Local General Partner or permit removal only
      with the prior approval of the lender.  Regulations may also
      require approval of the admission of a successor Local General Partner
      even upon the death or other disability of a Local General
      Partner.


·
            Limitations
      on subsidy payments. Subsidy payments may be fixed in amount and subject
      to annual legislative appropriations. The rental revenues of a Housing
      Complex, when combined with the maximum committed subsidy, may be
      insufficient to meet obligations. Congress or the state legislature, as
      the case may be, may fail to appropriate or increase the necessary
      subsidy.  In those events, the mortgage lender could foreclose
      on the Housing Complex unless a workout arrangement could be
      negotiated.


·
            Possible
      changes in applicable regulations.  Legislation may be enacted
      which adversely revises provisions of outstanding mortgage
      loans.  Such legislation has been enacted in the
      past.


·
            Limited
      Partners may not receive distributions if Housing Complexes are
      sold.  There is no assurance that Limited Partners will receive
      any cash distributions from the sale or refinancing of a Housing
      Complex.  The price at which a Housing Complex is sold may not
      be high enough to pay the mortgage and other expenses at the Local Limited
      Partnership and Partnership levels which must be paid at such
      time.  If that happens, a Limited Partner’s return would be
      derived only from the Low Income Housing Tax Credits and tax
      losses.


6





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





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





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





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





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





·
            the
      general and local job market,


·
            the
      availability and cost of mortgage
financing,


·
            monetary
      inflation,


·
            tax,
      environmental, land use and zoning
policies,


·
            the
      supply of and demand for similar
properties,


·
            neighborhood
      conditions,


·
            the
      availability and cost of utilities and
water.





c.
            Tax
      risks other than those relating to tax
credits





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





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





·
            the
      determination of which depends on future factual
      circumstances,


·
            which
      are peculiar to individual Limited Partners,
or


·
            which
      are not customarily the subject of an
opinion.





The more
significant of these matters include:





·
            allocating
      purchase price among components of a property, particularly as between
      buildings and fixtures, the cost of which is depreciable, and the
      underlying land, the cost of which is not
  depreciable,


·
            characterizing
      expenses and payments made to or by the Partnership or a Local Limited
      Partnership,


·
            identifying
      the portion of the costs of any Housing Complex which qualify for historic
      and other tax credits, and


·
            applying
      to any specific Limited Partner the limitation on the use of tax credits
      and tax losses.  Limited Partners must determine for themselves
      the extent to which they can use tax credits and tax
    losses.





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





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





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





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





·
            the
      amount of cash the Limited Partner invests in the Partnership,
      and


·
            the
      Limited Partner’s share of Partnership qualified nonrecourse
      financing.





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





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


7





·
            the
      sales proceeds plus the amount of indebtedness secured by the Housing
      Complex, and


·
            the
      adjusted basis for the Housing Complex. The adjusted basis for a Housing
      Complex is its original cost, plus capital expenditures, minus
      depreciation.





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





·
            the
      sales proceeds plus the Partnership’s share of the amount of indebtedness
      secured by the Housing Complex, and


·
            the
      adjusted basis for the interest.  The adjusted basis for an
      interest in a Local Limited Partnership is the amount paid for the
      interest, plus income allocations and cash distributions, less loss
      allocations.





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





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





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





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





·
            between
      the Limited Partners and the General
Partner,


·
            among
      the Limited Partners, or


·
            between
      the Partnership and a Local General
Partner.





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





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





·
            unused
      passive losses from the Partnership or other investments,
    or


·
            current
      passive losses from other
investments.





8


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





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





·
            should
      be deductible over a longer period of time or in a later
    year,


·
            are
      excessive and may not be capitalized or deducted in
  full,


·
            should
      be capitalized and not deducted, or


·
            may
      not be included as part of the basis for computing tax
      credits.





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





·
            the
      eligible basis of a Housing Complex used to compute Low Income Housing Tax
      Credits,


·
            the
      adjusted basis of a Housing Complex used to compute
      depreciation,


·
            the
      correct deduction of fees,


·
            the
      amortization of organization and offering expenses and start-up
      expenditures.





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





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





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





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





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





d.
            Risks
      related to the Partnership and the Partnership
  Agreement





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





9


Lack of liquidity of
investment.  There is no public market for the purchase and
sale of Partnership Units, and it is unlikely that one will
develop.  Accordingly, Limited Partners may not be able to sell their
Partnership Units promptly or at a reasonable price.  Partnership
Units should be considered as a long-term investment because the Partnership is
unlikely to sell any Local Limited Partnership Interests for at least 15
years.  Partnership Units cannot be transferred to tax-exempt or
foreign entities, or through a secondary market.  The General Partner
can deny effectiveness of a transfer if necessary to avoid adverse tax
consequences from the transfer.  The General Partner does not
anticipate that any Partnership Units will be redeemed by the
Partnership.





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





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





·
            remove
      the General Partner and elect a replacement general
    partner,


·
            amend
      the Partnership Agreement,


·
            terminate
      the Partnership.





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





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





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





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





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





10


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





The
Partnership’s accrued payables consist primarily of the asset management fees
payable to the General Partner.  These accrued payables increased by
approximately $91,000, $129,000 and $32,000 for the years ended March 31, 2010,
2009 and 2008 respectively.  The Partnership’s future contractual cash
obligations consist solely of its obligations to pay future annual asset
management fees.  These will equal approximately $101,000 per year
through the termination of the Partnership, which must occur no later than
December 31, 2045.  Though the amounts payable to the General Partner
and/or its affiliates are contractually  currently
payable,  the Partnership  anticipates that the General
Partner and/or its affiliates will not require the payment of these
contractual  obligations until capital reserves are in excess of the
aggregate of the
existing  contractual  obligations  and
anticipated future foreseeable  obligations of the
Partnership.  The Partnership would be adversely affected should the
General Partner and/or its affiliates demand current payment of the existing
contractual obligations and or suspend services for this or any other
reason.





Associates
agreed to continue providing advances sufficient enough to fund the operations
and working capital requirements of the Partnership through June 30,
2011.





Item
1B.  Unresolved Staff Comments





Not
Applicable





Item
2. Properties





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





11





As
      of March 31, 2010
            
            As
      of December 31, 2009Local
      Limited
              Partnership
      Name
            Location
            General
      Partner
              Name
            Partnership’s
              Total
              Investment
      in
              Local
      Limited Partnership
            Amount
      of Investment
              Paid
      to
              Date
            
            Number
              of
      Units
            Estimated
              Aggregate
              Low
      Income
              Housing Tax
              Credits
            Mortgage
              Balances
      of Local
              Limited
              PartnershipAirport
      Road Associates, Limited
            Slidell,
      Louisiana
            Clifford
      E. Olsen, Olsen Securities Corporation
            $  334,000
            $  334,000
            
            40
            $695,000
            $   1,398,000Am-Kent
      Associates, Ltd.
            Amite
      & Kentwood, Louisiana
            Olsen
      Securities Corporation
            232,000
            232,000
            
            32
            585,000
            1,075,000Arizona
      I Limited Partnership
            Showlow,
      Arizona
            Western
      States Housing Corporation and Joe W. Roberts Company
            320,000
            320,000
            
            42
            617,000
            1,431,000Brantley
      Housing, Ltd.
            Brantley,
      Alabama
            Thomas
      H. Cooksey and Apartment Developers, Inc.
            108,000
            108,000
            
            19
            287,000
            549,000Brian's
      Village Apartments, an Oklahoma Limited Partnership
            Mannford,
      Oklahoma
            Robert
      W. Green and Emerald Development Co., Inc.
            176,000
            176,000
            
            28
            374,000
            726,000Candleridge
      Apartments of Perry, L.P.
            Perry,
      Iowa
            Eric
      A Sheldahl
            93,000
            93,000
            
            23
            224,000
            555,000Candleridge
      Apartments of Runnells, L.P.
            Runnells,
      Iowa
            Eric
      A. Sheldahl
            58,000
            58,000
            
            15
            141,000
            333,000








12





As
      of March 31, 2010
            
            As
      of December 31, 2009Local
      Limited
              Partnership
      Name
            Location
            General
      Partner
              Name
            Partnership’s
              Total
      Investment
              in
      Local Limited
              Partnership
            Amount
      of
              Investment
              Paid
      to Date
            
            Number
              of
      Units
            Estimated
              Aggregate
      Low
              Income
      Housing
              Tax
      Credits
            Mortgage
      Balances
              of
      Local Limited
              PartnershipCasa
      Allegre Limited Partnership
            Las
      Vegas, New Mexico
            Western
      States Housing Corporation, ABO Corporation and Alan D.
      Nofsker
            318,000
            318,000
            
            42
            635,000
            1,251,000Castroville
      Village, Ltd.
            Castroville,
      Texas
            Doublekaye
      Corp and Gary L. Kersch
            165,000
            165,000
            
            40
            426,000
            878,000Eclectic
      Housing, Ltd.
            Eclectic,
      Alabama
            Thomas
      H. Cooksey and Apartment Developers, Inc.
            74,000
            74,000
            
            15
            216,000
            371,000Elizabeth
      Square Associates, Ltd.
            Raceland,
      Louisiana
            Olsen
      Securities Corp.
            356,000
            356,000
            
            48
            748,000
            1,390,000Emory
      Capital, L.P.
            Emory,
      Texas
            1600
      Capital Company, Inc.
            85,000
            85,000
            
            16
            175,000
            355,000Emory
      Manor, L.P.
            Emory,
      Texas
            1600
      Capital Company, Inc.
            128,000
            128,000
            
            24
            206,000
            530,000Idalou
      Manor, L.P.
            Idalou,
      Texas
            1600
      Capital Company, Inc.
            122,000
            122,000
            
            24
            290,000
            594,000Jefferson
      Capital, L.P.
            Jefferson,
      Texas
            1600
      Capital Company, Inc.
            167,000
            167,000
            
            30
            269,000
            686,000





13





As
      of March 31, 2010
            
            As
      of December 31, 2009Local
      Limited
              Partnership
      Name
            Location
            General
      Partner
              Name
            Partnership’s
              Total
      Investment
              in
      Local Limited
              Partnership
            Amount
      of
              Investment
              Paid
      to Date
            
            Number
      of Units
            Estimated
              Aggregate
      Low
              Income
      Housing
              Tax
      Credits
            Mortgage
      Balances
              of
      Local Limited
              PartnershipJefferson
      Manor, L.P.
            Jefferson,
      Texas
            1600
      Capital Company, Inc.
            179,000
            179,000
            
            32
            362,000
            734,000Littlefield
      Manor, L.P.
            Littlefield,
      Texas
            1600
      Capital Company, Inc.
            118,000
            118,000
            
            24
            280,000
            571,000Perry
      County Housing, Ltd.
            Uniontown,
      Alabama
            Thomas
      H. Cooksey and Apartment Developers, Inc.
            82,000
            82,000
            
            15
            215,000
            420,000Pine
      Hill Housing, Ltd.
            Pine
      Hill, Alabama
            Thomas
      H. Cooksey and Apartment Developers, Inc.
            105,000
            105,000
            
            19
            267,000
            523,000Rociada
      Partners Ltd.
            Hereford,
      Texas
            Richard
      Lee (Rick) Brown
            154,000
            154,000
            
            28
            316,000
            698,000Wadley
      Housing, Ltd.
            Wadley,
      Alabama
            Thomas
      H. Cooksey and Apartment Developers, Inc.
            76,000
            76,000
            
            15
            213,000
            421,000Whitewater
      Woods
              Limited
      Partnership (1)
            Whitewater,
              Wisconsin
            Thomas
      G. Larson
              William
      H. Larson, and
              Raymond
      L. Tetzlaff
            
            301,000
            
            301,000
            
            
            40
            
            603,000
            
            1,245,000$
      3,751,000
            $
      3,751,000
            
            611
            $
      8,144,000
            $
      16,734,000$





(1)  The
Partnership has identified the Local Limited Partnership for
disposition.





14





For
      the year ended December 31, 2009Local
      Limited Partnership Name
            
            Rental
      Income
            
            
            Net
      Income (Loss)
            
            
            Low
      Income Housing Tax Credits Allocated to PartnershipAirport
      Road Associates, Limited
            
            $
            242,000
            
            
            $
            (36,000
            )
            
            
            N/AAm-Kent
      Associates, Ltd.
            
            
            233,000
            
            
            
            (63,000
            )
            
            
            N/AArizona
      I Limited Partnership
            
            
            224,000
            
            
            
            (14,000
            )
            
            
            N/ABrantley
      Housing, Ltd.
            
            
            87,000
            
            
            
            (3,000
            )
            
            
            N/ABrian's
      Village Apartments, an Oklahoma Limited Partnership
            
            
            138,000
            
            
            
            -
            
            
            
            N/ACandleridge
      Apartments of Perry, L.P.
            
            
            101,000
            
            
            
            (40,000
            )
            
            
            N/ACandleridge
      Apartments of Runnells, L.P.
            
            
            94,000
            
            
            
            4,000
            
            
            
            N/ACasa
      Allegre Limited Partnership
            
            
            224,000
            
            
            
            16,000
            
            
            
            N/ACastroville
      Village, Ltd.
            
            
            224,000
            
            
            
            (32,000
            )
            
            
            N/AEclectic
      Housing, Ltd.
            
            
            73,000
            
            
            
            8,000
            
            
            
            N/AElizabeth
      Square Associates, Ltd.
            
            
            281,000
            
            
            
            (83,000
            )
            
            
            N/AEmory
      Capital, L.P.
            
            
            72,000
            
            
            
            (9,000
            )
            
            
            N/AEmory
      Manor, L.P.
            
            
            106,000
            
            
            
            (9,000
            )
            
            
            N/AIdalou
      Manor, L.P.
            
            
            95,000
            
            
            
            (24,000
            )
            
            
            N/AJefferson
      Capital, L.P.
            
            
            122,000
            
            
            
            (24,000
            )
            
            
            N/AJefferson
      Manor, L.P.
            
            
            116,000
            
            
            
            (27,000
            )
            
            
            N/ALittlefield
      Manor, L.P.
            
            
            98,000
            
            
            
            (12,000
            )
            
            
            N/A





15





For
      the year ended December 31, 2009Local
      Limited Partnership Name
            
            Rental
      Income
            
            
            Net
      Income (Loss)
            
            
            Low
      Income Housing Tax Credits Allocated to PartnershipPerry
      County Housing, Ltd.
            
            
            73,000
            
            
            
            (22,000
            )
            
            
            N/APine
      Hill Housing, Ltd.
            
            
            97,000
            
            
            
            8,000
            
            
            
            N/ARociada
      Partners Ltd.
            
            
            111,000
            
            
            
            (7,000
            )
            
            
            N/AWadley
      Housing, Ltd.
            
            
            78,000
            
            
            
            13,000
            
            
            
            N/AWhitewater
      Woods Limited Partnership (1)
            
            
            176,000
            
            
            
            (35,000
            )
            
            
            N/A$
            3,065,000
            
            
            $
            (391,000
            )





N/A
– All of the Low Income Housing Tax Credits have been allocated to the
Partnership and there are no future Low Income Housing Tax Credits expected to
be received.












16





WNC
      Housing Tax Credit Fund II, L.P.March
      31, 2010Occupancy
      RatesAs
      of December 31,Local
      Limited Partnership Name
            Location
            General
      Partner Name
            2009
            2008
            2007
            2006
            2005Airport
      Road Associates, Limited
            Slidell,
      Louisiana
            Clifford
      E. Olsen, Olsen Securities Corporation
            93%
            95%
            93%
            98%
            98%Am-Kent
      Associates, Ltd.
            Amite
      & Kentwood, Louisiana
            Olsen
      Securities Corporation
            100%
            100%
            97%
            94%
            97%Arizona
      I Limited Partnership
            Showlow,
      Arizona
            Western
      States Housing Corporation and Joe W. Roberts Company
            86%
            86%
            88%
            93%
            100%Ashland
      Investment Group, an Oregon Limited Partnership
            Ashland,
      Oregon
            Ronald
      D. Bettencourt
            N/A
            N/A
            98%
            98%
            100%Brantley
      Housing, Ltd.
            Brantley,
      Alabama
            Thomas
      H. Cooksey and Apartment Developers, Inc.
            84%
            89%
            84%
            89%
            89%Brian's
      Village Apartments, an Oklahoma Limited Partnership
            Mannford,
      Oklahoma
            Robert
      W. Green and Emerald Development Co., Inc.
            100%
            100%
            96%
            93%
            100%Candleridge
      Apartments of Perry, L.P.
            Perry,
      Iowa
            Eric
      A Sheldahl
            57%
            74%
            91%
            87%
            100%Candleridge
      Apartments of Runnells, L.P.
            Runnells,
      Iowa
            Eric
      A. Sheldahl
            100%
            93%
            93%
            100%
            100%





17











WNC
      Housing Tax Credit Fund II, L.P.March
      31, 2010Occupancy
      RatesAs
      of December 31,Local
      Limited Partnership Name
            Location
            General
      Partner Name
            2009
            2008
            2007
            2006
            2005Casa
      Allegre Limited Partnership
            Las
      Vegas, New Mexico
            Western
      States Housing Corporation, ABO Corporation and Alan D.
      Nofsker
            100%
            98%
            100%
            95%
            100%Castroville
      Village, Ltd.
            Castroville,
      Texas
            Doublekaye
      Corp and Gary L. Kersch
            95%
            100%
            98%
            98%
            95%Cherokee
      Square, L.P.
            Rogersville,
      Tennessee
            Douglas
      B. Parker and Billy D. Cobb
            N/A
            100%
            97%
            94%
            94%Divall
      Midland Associates Limited Partnership II
            Port
      Washington, Wisconsin
            Gary
      J. DiVall
            N/A
            91%
            97%
            94%
            100%Eclectic
      Housing, Ltd.
            Eclectic,
      Alabama
            Thomas
      H. Cooksey and Apartment Developers, Inc.
            100%
            93%
            93%
            100%
            100%Elizabeth
      Square Associates, Ltd.
            Raceland,
      Louisiana
            Olsen
      Securities Corp.
            98%
            83%
            98%
            98%
            100%Emory
      Capital, L.P.
            Emory,
      Texas
            1600
      Capital Company, Inc.
            100%
            88%
            100%
            100%
            88%Emory
      Manor, L.P.
            Emory,
      Texas
            1600
      Capital Company, Inc.
            100%
            96%
            96%
            96%
            100%Idalou
      Manor, L.P.
            Idalou,
      Texas
            1600
      Capital Company, Inc.
            92%
            88%
            96%
            96%
            100%Jefferson
      Capital, L.P.
            Jefferson,
      Texas
            1600
      Capital Company, Inc.
            97%
            93%
            97%
            97%
            93%


18





WNC
      Housing Tax Credit Fund II, L.P.March
      31, 2010Occupancy
      RatesAs
      of December 31,Local
      Limited Partnership Name
            Location
            General
      Partner Name
            2009
            2008
            2007
            2006
            2005Jefferson
      Manor, L.P.
            Jefferson,
      Texas
            1600
      Capital Company, Inc.
            91%
            91%
            100%
            94%
            97%Lake
      View Limited Partnership
            Beaver
      Dam, Wisconsin
            Tomas
      L Larson,
              William
      H. Larson, and Raymond L. Tetzlaff
            N/A
            N/A
            N/A
            95%
            90%Littlefield
      Manor, L.P.
            Littlefield,
      Texas
            1600
      Capital Company, Inc.
            92%
            96%
            96%
            100%
            96%Perry
      County Housing, Ltd.
            Uniontown,
      Alabama
            Thomas
      H. Cooksey and Apartment Developers, Inc.
            93%
            80%
            80%
            80%
            93%Pine
      Hill Housing, Ltd.
            Pine
      Hill, Alabama
            Thomas
      H. Cooksey and Apartment Developers, Inc.
            89%
            89%
            100%
            89%
            95%Rociada
      Partners Ltd.
            Hereford,
      Texas
            Richard
      Lee (Rick) Brown
            93%
            89%
            100%
            96%
            100%Wadley
      Housing, Ltd.
            Wadley,
      Alabama
            Thomas
      H. Cooksey and Apartment Developers, Inc.
            93%
            93%
            87%
            73%
            60%Whitewater
      Woods Limited Partnership
            Whitewater,
      Wisconsin
            Thomas
      G. Larson, William H. Larson, and Raymond L. Tetzlaff
            88%
            98%
            98%
            95%
            80%Willcox
      Investment Group, an Arizona Limited Partnership
            Willcox,
      Arizona
            John
      P. Casper
            N/A
            N/A
            90%
            87%
            100%93%
            92%
            95%
            94%
            95%





N/A – The
Partnership sold its interest in the Local Limited Partnership prior to the
respective year end.


19


Item
3.  Legal Proceedings





NONE





Item
4.  (Removed and Reserved)





PART
II.





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





Item
5a.





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





(b)
            At
      March 31, 2010, there were 560 Limited Partners and 0 assignees of
      Partnership Units who were not admitted as Limited
    Partners.





(c)
            The
      Partnership was not designed to provide operating cash distributions to
      Limited Partners.  It is possible that the Partnership could
      make distributions from sale proceeds, if the Partnership is able to sell
      its Local Limited Partnership Interests or Housing Complexes for more than
      the related closing costs and any then accrued obligations of the
      Partnership.  There can be no assurance in this
      regard.  Any distributions would be made in accordance with the
      terms of the Partnership Agreement.  During the years ended
      March 31, 2010, 2009 and 2008, the Partnership made cash distributions to
      the Limited Partners of $0, $0 and $238,265 which equated to $0, $0 and
      $34.04 per Partnership Unit, respectively.  All such
      distributions were from sale
proceeds.





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





(e)
            The
      Partnership does not issue common
stock





(f)
            No
      unregistered securities were sold by the Partnership during the year ended
      March 31, 2010.





Item
5b. Use of Proceeds





NOT
APPLICABLE





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





NONE


20





Item
6.  Selected Financial Data





Selected
balance sheet information for the Partnership is as follows:




For
      the Years Ended March 31,2010
            
            
            2009
            
            
            2008
            
            
            2007
            
            
            2006ASSETSCash
            
            $
            27,658
            
            
            $
            21,720
            
            
            $
            36,267
            
            
            $
            75,484
            
            
            $
            83,339Investments
      in Local Limited Partnerships, net
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Total
      Assets
            
            $
            27,658
            
            
            $
            21,720
            
            
            $
            36,267
            
            
            $
            75,484
            
            
            $
            83,339LIABILITIESAccrued
      fees and expenses due to General Partner and affiliates
            
            $
            2,494,862
            
            
            $
            2,353,511
            
            
            $
            2,258,941
            
            
            $
            2,221,528
            
            
            $
            2,058,634Accounts
      payable
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,575
            
            
            
            -Total
      Liabilities
            
            
            2,494,862
            
            
            
            2,353,511
            
            
            
            2,258,941
            
            
            
            2,223,103
            
            
            
            2,058,634PARTNERS'
      DEFICIT
            
            
            (2,467,204
            )
            
            
            (2,331,791
            )
            
            
            (2,222,674
            )
            
            
            (2,147,619
            )
            
            
            (1,975,295
            )Total
      Liabilities and Partners’ Deficit
            
            $
            27,658
            
            
            $
            21,720
            
            
            $
            36,267
            
            
            $
            75,484
            
            
            $
            83,339





21





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





For
      the Years Ended
              March
      31,2010
            
            
            2009
            
            
            2008
            
            
            2007
            
            
            2006Loss  from
      operations
            
            $
            (176,909
            )
            
            $
            (167,133
            )
            
            $
            (200,820
            )
            
            $
            (172,661
            )
            
            $
            (158,312
            )Gain
      on sale of LocalLimited
      Partnerships
            
            
            41,483
            
            
            
            58,000
            
            
            
            363,905
            
            
            
            -
            
            
            
            -Interest
      income
            
            
            13
            
            
            
            16
            
            
            
            125
            
            
            
            337
            
            
            
            401Net
      income (loss)
            
            $
            (135,413
            )
            
            $
            (109,117
            )
            
            $
            163,210
            
            
            $
            (172,324
            )
            
            $
            (157,911
            )Net
      income (loss) allocated to:General
      Partner
            
            $
            (1,354
            )
            
            $
            (1,091
            )
            
            $
            1,632
            
            
            $
            (1,724
            )
            
            $
            (1,579
            )Limited
      Partners
            
            $
            (134,059
            )
            
            $
            (108,026
            )
            
            $
            161,578
            
            
            $
            (170,600
            )
            
            $
            (156,332
            )Net
      income (loss) per Partnership Unit
            
            $
            (19.15
            )
            
            $
            (15.43
            )
            
            $
            23.08
            
            
            $
            (24.38
            )
            
            $
            (22.33
            )Outstanding
      weighted Partnership Units
            
            
            7,000
            
            
            
            7,000
            
            
            
            7,000
            
            
            
            7,000
            
            
            
            7,000








For
      the Years Ended
              March
      31,2010
            
            
            2009
            
            
            2008
            
            
            2007
            
            
            2006Net
      cash provided by
              (used
      in):Operating
      activities
            
            $
            (35,545
            )
            
            $
            (72,547
            )
            
            $
            (164,857
            )
            
            $
            (7,855
            )
            
            $
            94Investing
      activities
            
            
            41,483
            
            
            
            58,000
            
            
            
            363,905
            
            
            
            -
            
            
            
            -Financing
      activities
            
            
            -
            
            
            
            -
            
            
            
            (238,265
            )
            
            
            -
            
            
            
            -Net
      change in cash
            
            
            5,938
            
            
            
            (14,547
            )
            
            
            (39,217
            )
            
            
            (7,855
            )
            
            
            94Cash,
      beginning of period
            
            
            21,720
            
            
            
            36,267
            
            
            
            75,484
            
            
            
            83,339
            
            
            
            83,245Cash,
      end of period
            
            $
            27,658
            
            
            $
            21,720
            
            
            $
            36,267
            
            
            $
            75,484
            
            
            $
            83,339





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





2009
            
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005Federal
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            
            1State
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Total
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1





22





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





Forward
Looking Statements





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





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





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





Critical
Accounting Policies and Certain Risks and Uncertainties





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





Use
of Estimates





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





Method
of Accounting for Investments in Local Limited Partnerships





The
Partnership accounts for its investments in Local Limited Partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnerships’ results of operations
and for any contributions made and distributions received. The Partnership
reviews the carrying amount of an individual investment in a Local Limited
Partnership for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such investment may not be
recoverable.  Recoverability of such investment is measured by the
estimated value derived by management, generally consisting of the product of
the remaining future Low Income Housing Tax Credits estimated to be allocable to
the Partnership and the estimated residual value to the
Partnership.  If an investment is considered to be impaired, the
Partnership reduces the carrying value of its investment in any such Local
Limited Partnership. The accounting policies of the Local Limited Partnerships,
generally, are expected to be consistent with those of the Partnership. Costs
incurred by the Partnership in acquiring the investments are capitalized as part
of the investment account and are being amortized over 27.5 years. (See Notes 2
and 3 to the financial statements.)





"Equity
in losses of Local Limited Partnerships" for each year ended March 31 have been
recorded by the Partnership based on the twelve months of reported results
provided by the Local Limited Partnerships for each year ended December 31.
Equity in losses from the Local Limited Partnerships allocated to the
Partnership is not recognized to the extent that the investment balance would be
adjusted below zero.





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





23


In
accordance with the accounting guidance for the consolidation of variable
interest entities, the Partnership determines when it should include the assets,
liabilities, and activities of a variable interest entity (VIE) in its financial
statements, and when it should disclose information about its relationship with
a VIE. A VIE is a legal structure used to conduct activities or hold assets,
which must be consolidated by a company if it is the primary beneficiary because
it absorbs the majority of the entity's expected losses, the majority of the
expected returns, or both. Based on this guidance, the Local Limited
Partnerships in which the Partnership invests meet the definition of a
VIE.  However, management does not consolidate the Partnership’s
interests in these VIEs under this guidance, as it is not considered to be the
primary beneficiary.  The Partnership currently records the amount of
its investment in these partnerships as an asset on its balance sheets,
recognizes its share of partnership income or losses in the statements of
operations, and discloses how it accounts for material types of these
investments in its financial statements. The Partnership’s balance in investment
in Local Limited Partnerships, plus the risk of recapture of tax credits
previously recognized on these investments, represents its maximum exposure to
loss.  The Partnership’s exposure to loss on these partnerships is
mitigated by the condition and financial performance of the underlying
properties as well as the strength of the Local General Partners and their
guarantee against credit recapture.





Income
Taxes





The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns.  The
Partnership’s federal tax status as a pass-through entity is based on its legal
status as a partnership. Accordingly, the Partnership is not required to take
any tax positions in order to qualify as a pass-through entity. The Partnership
is required to file and does file tax returns with the Internal Revenue Service
and other taxing authorities. Accordingly, these financial statements do not
reflect a provision for income taxes and the Partnership has no other tax
positions which must be considered for disclosure.





Impact
of Recent Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
accounting guidance for Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value and expands disclosure about
fair value measurements. This guidance is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and shall be applied
prospectively except for very limited transactions.  In February 2008,
the FASB delayed for one year implementation of the guidance as it pertains to
certain non-financial assets and liabilities. The Partnership adopted U.S.
generaly accepted accounting principles ("GAAP") for Fair Value
Measurements effective April 1, 2008, except as it applies to those
non-financial assets and liabilities, for which the effective date was April 1,
2009. The Partnership has determined that adoption of this guidance has no
material impact on the Partnership’s financial statements.





In
February 2007, the FASB issued accounting guidance for The Fair Value Option for
Financial Assets and Financial Liabilities. This guidance permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The fair value election is designed to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. It is effective for
fiscal years beginning after November 15, 2007.  On April 1,
2008, the Partnership adopted GAAP for The Fair Value Option for Financial
Assets and Financial Liabilities and elected not to apply the provisions to its
eligible financial assets and financial liabilities on the date of adoption.
Accordingly, the initial application of the guidance had no effect on the
Partnership.





In
November 2008, the FASB issued accounting guidance on Equity Method Investment
Accounting Considerations that addresses how the initial carrying value of an
equity method investment should be determined, how an impairment assessment of
an underlying indefinite-lived intangible asset of an equity method investment
should be performed, how an equity method investee’s issuance of shares should
be accounted for, and how to account for a change in an investment from the
equity method to the cost method. This guidance is effective in fiscal years
beginning on or after December 15, 2008, and interim periods within
those fiscal years. The Partnership adopted the guidance for the interim
quarterly period beginning April 1, 2009. The impact of adopting it does not
have a material impact on the Partnership’s financial condition or results of
operations.





In April
2009, the FASB issued accounting guidance for Interim Disclosures about Fair
Value of Financial Instruments.  This requires disclosure about the
method and significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual
statements.  It became effective for as of and for the interim period
ended June 30, 2009 and has no impact on the Partnership’s financial condition
or results of operations.





24


In May
2009, the FASB issued guidance regarding subsequent events, which was
subsequently updated in February 2010. This guidance established general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. In particular, this guidance sets forth the period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements, and the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. This guidance
was effective for financial statements issued for fiscal years and interim
periods ending after June 15, 2009, and was therefore adopted by the
Partnership for the quarter ended June 30, 2009. The adoption did not have a
significant impact on the subsequent events that the Partnership reports, either
through recognition or disclosure, in the financial statements. In February
2010, the FASB amended its guidance on subsequent events to remove the
requirement to disclose the date through which an entity has evaluated
subsequent events, alleviating conflicts with current SEC guidance. This
amendment was effective immediately and therefore the Company did not include
the disclosure in this Form 10-K.





In June
2009, the FASB issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs).  The amended
guidance modifies the consolidation model to one based on control and economics,
and replaces the current quantitative primary beneficiary analysis with a
qualitative analysis. The primary beneficiary of a VIE will be the entity that
has (1) the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance and (2) the obligation
to absorb losses or receive benefits that could potentially be significant to
the VIE.  If multiple unrelated parties share such power, as defined, no
party will be required to consolidate the VIE. Further, the amended guidance
requires continual reconsideration of the primary beneficiary of a VIE and adds
an additional reconsideration event for determination of whether an entity is a
VIE.  Additionally, the amendment requires enhanced and expanded
disclosures around VIEs.  This amendment is effective for fiscal years
beginning after November 15, 2009.  The adoption of this guidance on
April 1, 2010 is not expected to have a material effect on the Partnership’s
financial statements.





In June
2009, the FASB issued the Accounting Standards Codification
(Codification).  Effective July 1, 2009, the Codification is the
single source of authoritative accounting principles recognized by the FASB to
be applied by non-governmental entities in the preparation of financial
statements in conformity with GAAP.  The Codification is intended to
reorganize, rather than change, existing GAAP.  Accordingly, all
references to currently existing GAAP have been removed and have been replaced
with plain English explanations of the Partnership’s accounting
policies.  The adoption of the Codification did not have a material
impact on the Partnership’s financial position or results of
operations.





Certain
Risks and Uncertainties





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





All of
the Low Income Housing Tax Credits anticipated to be realized from the Local
Limited Partnerships have been realized. The Partnership does not anticipate
being allocated a significant amount of Low Income Housing Tax Credits from the
Local Limited Partnerships in thefuture.





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





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





25


Financial
Condition





The
Partnership’s assets at March 31, 2010 consisted of $28,000 in
cash.  Liabilities at March 31, 2010 primarily consisted of $2,495,000
of fees and expenses due to General Partner and affiliates. (See “Future
Contractual Cash Obligations’ below).





Results
of Operations





Year Ended March 31, 2010 Compared to
Year Ended March 31, 2009The Partnership’s net loss for the
year ended March 31, 2010 was $(135,000), reflecting a change of $(26,000) from
the net loss of $(109,000) experienced for the year ended March 31,
2009.  The increase in net loss is primarily due to the $(17,000)
decrease in the gain on sale of Local Limited Partnerships.   For
the year ended March 31, 2009 there was a $58,000 gain on disposal from the sale
of the Local Limited Partnership Interests in two Local Limited Partnerships,
compared to a $41,000 gain for the year ended March 31, 2010 as a result of the
Partnership selling its Local Limited Partnership Interests in two additional
Local Limited Partnerships.  The gains recorded by the Partnership can
vary depending on the sales prices and values of the Housing Complexes that are
being sold.  For the year ended March 31, 2010 there was also a
$20,000 decrease in asset management fees. This decrease is due to the fact
that the fees are calculated based on the value of the invested assets, which
decreased due to the sale of Limited Partnerships during the current year.
 Legal and accounting expenses increased by $(41,000) due to the timing of
the accounting and legal work being performed. Additionally there was a $2,000
decrease in total income. This was due to the fact that Local Limited
Partnerships pay the distribution income and reporting fees to the Partnership
when the Local Limited Partnership’s cash flow will allow for the
payment.   The appraisal expenses decreased by $12,000 due to the
fact that the Partnership paid for the appraisals for the two Local Limited
Partnerships interests that were sold during the year ended March 31,
2009.  The appraisal expenses related to the disposition during the
year ended March 31, 2010 were paid by the purchaser of the Local Limited
Partnerships.





Year Ended March 31, 2009 Compared to
Year Ended March 31, 2008The Partnership’s net loss for the
year ended March 31, 2009 was $(109,000), reflecting a change of $(272,000) from
the net income of $163,000 experienced for the year ended March 31,
2008.  The increase in net loss is primarily due to the $(306,000)
decrease in the gain on sale of a Local Limited
Partnership.   For the year ended March 31, 2008 there was a
$364,000 gain on disposal from the sale of one Housing Complex, compared to a
$58,000 gain for the year ended March 31, 2009 as a result of the Partnership
selling its Limited Partnership interests in two Local Limited Partnerships
during the year ended March 31, 2008.  The gains recorded by the
Partnership can vary depending on the sales prices and values of the Housing
Complexes that are being sold.  For the year ended March 31, 2009
there was also a $7,000 decrease in asset management fees. This decrease is
due to the fact that the fees are calculated based on the value of the invested
assets, which decreased due to the sale of Limited Partnerships during the
current year.   Legal and accounting expenses decreased by
$24,000 due to the timing of the accounting and legal work being performed.
Additionally there was a $(16,000) decrease in distribution income which was
partially offset by a $5,000 increase in reporting fees. The current year
variances are due to the fact that Local Limited Partnerships pay the
distribution income and reporting fees to the Partnership when the Local Limited
Partnership’s cash flow will allow for the payment.   The taxes
decreased by $22,000 due to a tax that was paid to the state of Wisconsin
related to the disposition of Lake View during the year ended March 31,
2008.  The appraisal expenses increased by $(12,000) due to the fact
that the Partnership paid for the appraisals for the two Local Limited
Partnerships interests that were sold during the year ended March 31, 2009 and
subsequently.  The appraisal expenses related to the disposition
during the year ended March 31, 2008 were paid through the escrow.





26


Liquidity
and Capital Resources





Year Ended March 31, 2010 Compared to
Year Ended March 31, 2009Net increase in cash during the year
ended March 31, 2010 was $6,000 compared to net decrease in cash for the year
ended March 31, 2009 of $(15,000).  The increase of $21,000 in net
cash provided is partially due to reimbursement to the General Partner or an
affiliate of $73,000 for operating expenses incurred by the Partnership and paid
for by the General Partner for the year ended March 31, 2009 compared to $23,000
being paid during the year ended March 31, 2010.This increase in cash was
partially offset by the $5,000 in accrued asset management fees paid during the
year ended March 31, 2009 compared to $24,000 in accrued asset management fees
paid during the year ended March 31, 2010.  During the year ended
March 31, 2009 the Partnership received $58,000 for the sale of its Limited
Partnership Interests in two Local Limited Partnerships compared to $41,000 the
Partnership received for the disposition of two additional Local Limited
Partnership Interests during the year ended March 31, 2010.  As
explained above, the cash received as a result of a sale of a Local Limited
Partnership can vary greatly depending on the value of the underlying Housing
Complex of each Local Limited Partnership.




Year Ended March 31, 2009 Compared to
Year Ended March 31, 2008Net decrease in cash during the year
ended March 31, 2009 was $(15,000) compared to net decrease in cash for the year
ended March 31, 2008 of $(39,000).  The decrease of $24,000 in net
cash used is partially due to the $109,000 in accrued asset management fees paid
during the year ended March 31, 2008 compared to $5,000 in accrued asset
management fees paid during the year ended March 31, 2009.  The
Partnership also reimbursed the General Partner or an affiliate $47,000 for
operating expenses incurred by the Partnership and paid for by the General
Partner for the year ended March 31, 2008 compared to $73,000 being paid during
the year ended March 31, 2009.  Between the accrued asset management
fees and reimbursement of operating expenses there was a net decrease in cash
used of $78,000 for the year ended March 31, 2009.   The
Partnership paid a greater amount of accrued asset management fees during the
year ended March 31, 2008 due to the cash proceeds that were received from the
disposition of Lake View.  During the year ended March 31, 2008 the
Partnership paid $(238,000) in distributions to the Limited Partners as a result
of the disposition of Lake View compared to no distributions paid during the
year ended March 31, 2009.  There was also $(22,000) in taxes paid to
the state of Wisconsin related to the disposition of Lake View for the year
ended March 31, 2008.  The $(2,000) of accounts payable paid during
the year ended March 31, 2008 contributed to the decrease in cash used for the
year ended March 31, 2009.  During the year ended March 31, 2009 the
Partnership received $58,000 for the sale of its Limited Partnership interests
in two Local Limited Partnerships compared to the $364,000 the Partnership
received for the disposition of Lake View during the year ended March 31, 2008,
resulting in $(306,000) less cash received by the Partnership.  As
explained above, the cash received as a result of a sale of a Local Limited
Partnership can vary greatly depending on the value of the underlying Housing
Complex of each Local Limited Partnership.   The Partnership also
received $(10,000) less in operating income due to the fact that reporting fees
and distribution income are paid to the Partnership when the Local Limited
Partnership’s cash flow will allow for the payment.




Accrued
payables, which consist primarily of related party management fees due to the
General Partner, increased by approximately $141,000, $95,000 and $37,000 for
the years ended March 31, 2010, 2009 and 2008, respectively. The General Partner
does not anticipate that these accrued fees will be paid until such time as
capital reserves are in excess of future foreseeable working capital
requirements of the Partnership.





The
Partnership currently has insufficient working capital to fund its operations.
Associates has agreed to continue providing advances sufficient enough to fund
the operations and working capital requirements of the Partnership through June
30, 2011.





27





Future
Contractual Cash Obligations





The
following table summarizes the Partnership’s future contractual cash obligations
as of March 31, 2010:





2011
            
            
            2012
            
            
            2013
            
            
            2014
            
            
            2015
            
            
            Thereafter
            
            
            TotalAsset
      management fees (1)
            
            $
            2,536,022
            
            
            $
            101,092
            
            
            $
            101,092
            
            
            $
            101,092
            
            
            $
            101,092
            
            
            $
            3,032,760
            
            
            $
            5,973,150Total
      contractual cash obligations
            
            $
            2,536,022
            
            
            $
            101,092
            
            
            $
            101,092
            
            
            $
            101,092
            
            
            $
            101,092
            
            
            $
            3,032,760
            
            
            $
            5,973,150





(1)
            Asset
      Management Fees are payable annually until termination of the Partnership,
      which is to occur no later than 2045. The estimate of the fees payable
      included herein assumes the retention of the Partnership’s interest in all
      Housing Complexes until 2045. Amounts due to the General Partner as of
      March 31, 2010 have been included in the 2011
      column.  Whitewater Woods has been identified for disposition
      and was therefore excluded. The General Partner does not anticipate that
      these fees will be paid until such time as capital reserves are in excess
      of the aggregate of the existing contractual obligations and the
      anticipated future foreseeable obligations of the
    Partnership.





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





Off-Balance
Sheet Arrangements





The
Partnerships has no off-balance sheet arrangements.





Exit
Strategy





See Item
1 for information in this regard.





Impact
of New Accounting Pronouncements





See
footnote 1 to the financial statements.





Item
7A.  Quantitative and Qualitative Disclosures about Market
Risk





NOT
APPLICABLE





Item
8.  Financial Statements and Supplementary Data





28


REPORT OF
INDEPENDENT REGISTERED PUBLIC
  ACCOUNTING
FIRM
  To the
Partners
 WNC
Housing Tax Credit Fund II, L.P.
  We have
audited the accompanying balance sheets of WNC Housing Tax Credit Fund II,
L.P.  (a California Limited Partnership) (the Partnership) as of March
31, 2010 and 2009, and the related statements of operations, partners’ deficit
and cash flows for each of the years in the three-year period ended March 31,
2010.  The Partnership’s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The Partnership is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting. Accordingly, we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of WNC Housing Tax Credit Fund II,
L.P. (a California Limited Partnership) as of March 31, 2010 and 2009, and the
results of its operations and its cash flows for each of the years in the
three-year period ended March 31, 2010, in conformity with accounting principles
generally accepted in the United States of America.
 
 Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedules listed under
Item 15(a)(2) in the index related to years above are presented for the purpose
of complying with the Securities and Exchange Commission’s rules and are not
part of the basic financial statements. These schedules have been subjected to
the auditing procedures applied to the audits of the basic financial statements
and, in our opinion, fairly state in all material respects the financial
statement data required to be set forth therein in relation to the basic
financial statements taken as a whole.
 /s/Reznick
Group, P.C.
  Bethesda,
Maryland
 June 29,
2010  29




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





March
      31,2010
            
            
            2009ASSETSCash
            
            $
            27,658
            
            
            $
            21,720Investments
      in Local Limited Partnerships, net (Notes 2 and 3)
            
            
            -
            
            
            
            -Total
      Assets
            
            $
            27,658
            
            
            $
            21,720LIABILITIES
      AND PARTNERS’ DEFICITLiabilities:Accrued
      fees and expenses due to General Partner and affiliates (Note
      3)
            
            $
            2,494,862
            
            
            $
            2,353,511Partners’
      Deficit:General
      Partner
            
            
            (81,832
            )
            
            
            (80,478
            )Limited
      Partners (12,000 Partnership Units authorized; 7,000 Partnership Units
      issued and outstanding)
            
            
            (2,385,372
            )
            
            
            (2,251,313
            )Total
      Partners’ Deficit
            
            
            (2,467,204
            )
            
            
            (2,331,791
            )Total
      Liabilities and Partners’ Deficit
            
            $
            27,658
            
            
            $
            21,720






See
accompanying notes to financial statements


30


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





For
      the Years Ended March 31,2010
            
            
            2009
            
            
            2008Distribution
      income
            
            $
            1,200
            
            
            $
            -
            
            
            $
            15,494Reporting
      fees
            
            
            2,225
            
            
            
            5,845
            
            
            
            850Total
      income
            
            
            3,425
            
            
            
            5,845
            
            
            
            16,344Operating
      expenses:Asset
      management fees (Note 3)
            
            
            113,109
            
            
            
            133,525
            
            
            
            140,466Legal
      and accounting
            
            
            63,488
            
            
            
            22,980
            
            
            
            46,832Taxes
            
            
            800
            
            
            
            800
            
            
            
            22,800Appraisal
      expenses
            
            
            -
            
            
            
            12,290
            
            
            
            -Other
            
            
            2,937
            
            
            
            3,383
            
            
            
            7,066Total
      operating expenses
            
            
            180,334
            
            
            
            172,978
            
            
            
            217,164Loss
      from operations
            
            
            (176,909
            )
            
            
            (167,133
            )
            
            
            (200,820
            )Gain
      on sale of Local Limited Partnerships
            
            
            41,483
            
            
            
            58,000
            
            
            
            363,905Interest
      income
            
            
            13
            
            
            
            16
            
            
            
            125Net
      income (loss)
            
            $
            (135,413
            )
            
            $
            (109,117
            )
            
            $
            163,210Net
      income (loss) allocated to:General
      Partner
            
            $
            (1,354
            )
            
            $
            (1,091
            )
            
            $
            1,632Limited
      Partners
            
            $
            (134,059
            )
            
            $
            (108,026
            )
            
            $
            161,578Net
      income (loss) per Partnership Unit
            
            $
            (19.15
            )
            
            $
            (15.43
            )
            
            $
            23.08Outstanding
      weighted Partnership Units
            
            
            7,000
            
            
            
            7,000
            
            
            
            7,000





See
accompanying notes to financial statements


31




WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 
 STATEMENTS
OF PARTNERS’ DEFICIT
 
 For
The Years Ended March 31, 2010, 2009 and 2008





General
      Partner
            
            
            Limited
      Partners
            
            
            TotalPartners’
      deficit at March 31, 2007
            
            $
            (81,019
            )
            
            
            (2,066,600
            )
            
            
            (2,147,619
            )Net
      income
            
            
            1,632
            
            
            
            161,578
            
            
            
            163,210Distributions
            
            
            -
            
            
            
            (238,265
            )
            
            
            (238,265
            )Partners’
      deficit at March 31, 2008
            
            
            (79,387
            )
            
            
            (2,143,287
            )
            
            
            (2,222,674
            )Net
      loss
            
            
            (1,091
            )
            
            
            (108,026
            )
            
            
            (109,117
            )Partners’
      deficit at March 31, 2009
            
            
            (80,478
            )
            
            
            (2,251,313
            )
            
            
            (2,331,791
            )Net
      loss
            
            
            (1,354
            )
            
            
            (134,059
            )
            
            
            (135,413
            )Partners’
      deficit at March 31, 2010
            
            $
            (81,832
            )
            
            $
            (2,385,372
            )
            
            $
            (2,467,204
            )




See
accompanying notes to financial statements


32


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


For
      the Years Ended March 31,2010
            
            
            2009
            
            
            2008Cash
      flows from operating activities:Net
      income (loss)
            
            $
            (135,413
            )
            
            
            (109,117
            )
            
            
            163,210Adjustments
      to reconcile net income (loss) tonet
      cash used in operating activities:Change
      in accrued fees and expenses due toGeneral
      Partner and affiliates
            
            
            141,351
            
            
            
            94,570
            
            
            
            37,413Change
      in accounts payable
            
            
            -
            
            
            
            -
            
            
            
            (1,575
            )Gain
      on sale of Local LimitedPartnerships
            
            
            (41,483
            )
            
            
            (58,000
            )
            
            
            (363,905
            )Net
      cash used in operating activities
            
            
            (35,545
            )
            
            
            (72,547
            )
            
            
            (164,857
            )Cash
      flows provided by investing activities:Proceeds
      from sale of Local LimitedPartnerships
            
            
            41,483
            
            
            
            58,000
            
            
            
            363,905Net
      cash provided by investing activities
            
            
            41,483
            
            
            
            58,000
            
            
            
            363,905Cash
      flows used in financing activities:Distributions
      to Limited Partners
            
            
            -
            
            
            
            -
            
            
            
            (238,265
            )Net
      cash used in financing activities
            
            
            -
            
            
            
            -
            
            
            
            (238,265
            )Net
      increase (decrease) in cash
            
            
            5,938
            
            
            
            (14,547
            )
            
            
            (39,217
            )Cash,
      beginning of period
            
            
            21,720
            
            
            
            36,267
            
            
            
            75,484Cash,
      end of period
            
            $
            27,658
            
            
            $
            21,720
            
            
            $
            36,267SUPPLEMENTAL
      DISCLOSURE OFCASH
      FLOW INFORMATION:Taxes
      paid
            
            $
            800
            
            
            $
            800
            
            
            $
            800SIGNIFICANT
      NONCASH OPERATING AND INVESTING ACTIVITIES – Taxes paid to the State of
      Wisconsin as a result of the disposition of one Housing Complex made
      directly by the closing agent of the transaction
            
            $
            -
            
            
            $
            -
            
            
            $
            22,000





See
accompanying notes to financial statements


33
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31, 2010, 2009 and 2008


NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization





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





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





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





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





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





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





Risks and
Uncertainties





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





34
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 For
the Years Ended March 31, 2010, 2009 and 2008


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





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





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





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





All of
the Low Income Housing Tax Credits anticipated to be realized from the Local
Limited Partnerships have been realized. The Partnership does not anticipate
being allocated a significant amount of Low Income Housing Tax Credits from the
Local Limited Partnerships in the future.





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





35
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 For
the Years Ended March 31, 2010, 2009 and 2008


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





The
Partnership currently has insufficient working capital to fund its operations.
Associates has agreed to continue providing advances sufficient enough to fund
the operations and working capital requirements of the Partnership through June
30, 2011.





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





Exit
Strategy





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





Upon the
sale of a Local Limited Partnership Interest or Housing Complex after the end of
the Compliance Period, there would be no recapture of Low Income Housing Tax
Credits. All Local Limited Partnerships have completed their 15-year
Compliance Period.





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





Upon
identifying those Housing Complexes with the highest potential for a successful
sale, refinancing or re-syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to wind down the Partnership as Low
Income Housing Tax Credits are no longer available.  Local Limited
Partnership Interests may be disposed of any time by the General Partner in its
discretion. While liquidation of the Housing Complexes continues to be
evaluated, the dissolution of the Partnership was not imminent as of March 31,
2010.





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





As of
March 31, 2009 the Partnership sold the Housing Complex of one Local Limited
Partnership, Lake View, a California limited partnership. The Partnership also
sold its Limited Partnership Interest in Ashland Investment Group and Wilcox
Investment Group.  Each of the Local Limited Partnerships had
completed its Compliance period.





36
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 For
the Years Ended March 31, 2010, 2009 and 2008


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





During
the year ended March 31, 2010, the Partnership sold its Limited Partnership
Interest in Cherokee Square Ltd. (“Cherokee”).  Cherokee was appraised
with a value of $584,000 and had an outstanding mortgage balance of
$940,544.  Cherokee did not have an Option Agreement but the Local
General Partner was interested in purchasing the Limited Partnership interest in
the property.  Although Cherokee had an appraisal value less than its
outstanding debt, the Local General Partner agreed to pay the Partnership
$20,000 to cover all transfer costs, including legal expenses and the appraisal
costs.  Therefore the Local Limited Partnership interest of Cherokee
was purchased by the Local General Partner in April 2009.  The
Partnership received the $20,000 for the disposition and the funds were placed
into the Partnerships reserves and was used to reimburse the General Partner or
an affiliate for operating expense reimbursements and pay asset management
fees.  No Proceeds were distributed to the Limited Partners. As the
investment balance had been reduced to zero, the Partnership recorded a gain on
the sale of the Local Limited Partnership Interest for the year ended March 31,
2010.





Additionally
during the year ended March 31, 2010, the Partnership sold its Limited
Partnership Interest in DiVall Midland Associates Limited Partnership II
(“DiVall”).  DiVall was appraised with a value of $545,000 and had an
outstanding mortgage balance of $1,114,000.   DiVall did not have
an Option Agreement but the Local General Partner was interested in purchasing
the Limited Partnership interest in the property.  Although DiVall had
an appraisal value less than its outstanding debt, the Local General Partner
agreed to pay the Partnership $27,499 to cover all transfer costs, including
legal expenses and the appraisal costs.  Therefore the Local Limited
Partnership interest of DiVall was purchased by the Local General Partner.
Thecash received
for the disposition of DiVall was placed in the Partnership’s reserves and used
to pay the costs incurred related to both the disposition and other operating
expenses of the Partnership. No Proceeds were distributed to the Limited
Partners.  As the investment balance had been reduced to zero, the
Partnership recorded a gain on the sale of the Local Limited Partnership
Interest for the year ended March 31, 2010.





The
Partnership has identified one additional Local Limited Partnership for
disposition, Whitewater Woods, Limited Partnership (“Whitewater
Woods”.)  A third party has shown interest in purchasing our Local
Limited Partnership Interest.  The discussions about the possible
disposition are still in the preliminarily stages.  The Partnership
has received an appraisal for Whitewater Woods and is currently reviewing the
appraisal and has started discussions with the third party.





Method of Accounting For
Investments in Local Limited Partnerships





The
Partnership accounts for its investments in Local Limited Partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnerships’ results of operations
and for any contributions made and distributions received. The Partnership
reviews the carrying amount of an individual investment in a Local Limited
Partnership for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such investment may not be
recoverable.  Recoverability of such investment is measured by the
estimated value derived by management, generally consisting of the sum of the
remaining future Low Income Housing Tax Credits estimated to be allocated to the
Partnership and the estimated residual value to the Partnership.  If
an investment is considered to be impaired, the Partnership reduces the carrying
value of its investment in any such Local Limited Partnership.  The
accounting policies of the Local Limited Partnerships, generally, are expected
to be consistent with those of the Partnership.  Costs incurred by the
Partnership in acquiring the investments are capitalized as part of the
investment and are being amortized over 27.5 years. (See Notes 2 and
3)





"Equity
in losses of Local Limited Partnerships" for each year ended March 31 have been
recorded by the Partnership based on the twelve months of reported results
provided by the Local Limited Partnerships for each year ended December 31.
Equity in losses from the Local Limited Partnerships allocated to the
Partnership is not recognized to the extent that the investment balance would be
adjusted below zero.


37
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 For
the Years Ended March 31, 2010, 2009 and 2008


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





In
accordance with the accounting guidance for the consolidation of variable
interest entities, the Partnership determines when it should include the assets,
liabilities, and activities of a variable interest entity (VIE) in its financial
statements, and when it should disclose information about its relationship with
a VIE. A VIE is a legal structure used to conduct activities or hold assets,
which must be consolidated by a company if it is the primary beneficiary because
it absorbs the majority of the entity's expected losses, the majority of the
expected returns, or both. Based on this guidance, the Local Limited
Partnerships in which the Partnership invests meet the definition of a
VIE.  However, management does not consolidate the Partnership’s
interests in these VIEs under this guidance, as it is not considered to be the
primary beneficiary.  The Partnership currently records the amount of
its investment in these partnerships as an asset on its balance sheets,
recognizes its share of partnership income or losses in the statements of
operations, and discloses how it accounts for material types of these
investments in its financial statements. The Partnership’s balance in investment
in Local Limited Partnerships, plus the risk of recapture of tax credits
previously recognized on these investments, represents its maximum exposure to
loss.  The Partnership’s exposure to loss on these partnerships is
mitigated by the condition and financial performance of the underlying
properties as well as the strength of the Local General Partners and their
guarantee against credit recapture.





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





Use of
Estimates





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





Cash and Cash
Equivalents





The
Partnership considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents.  As of
March 31, 2010 and 2009, the Partnership had no cash equivalents.





Reporting Comprehensive
Income





The
Partnership had no items of other comprehensive income for the periods
presented.





Net Loss Per Partnership
Unit





Net loss
per Partnership Unit includes no dilution and is computed by dividing loss
available to Limited Partners by the weighted average number of Partnership
Units outstanding during the period.  Calculation of diluted net loss
per Partnership Unit is not required.


38
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 For
the Years Ended March 31, 2010, 2009 and 2008


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





Income
Taxes





The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns.  The
Partnership’s federal tax status as a pass-through entity is based on its legal
status as a partnership. Accordingly, the Partnership is not required to take
any tax positions in order to qualify as a pass-through entity. The Partnership
is required to file and does file tax returns with the Internal Revenue Service
and other taxing authorities. Accordingly, these financial statements do not
reflect a provision for income taxes and the Partnership has no other tax
positions which must be considered for disclosure.





Revenue
Recognition





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





Impact of Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board ("FASB") issued
accounting guidance for Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value and expands disclosure about
fair value measurements. This guidance is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and shall be applied
prospectively except for very limited transactions.  In February 2008,
the FASB delayed for one year implementation of the guidance as it pertains to
certain non-financial assets and liabilities. The Partnership adopted U.S.
generally accepted accounting principles ("GAAP") for Fair Value Measurements
effective April 1, 2008, except as it applies to those non-financial assets and
liabilities, for which the effective date was April 1, 2009. The Partnership has
determined that adoption of this guidance has no material impact on the
Partnership’s financial statements.





In
February 2007, the FASB issued accounting guidance for The Fair Value Option for
Financial Assets and Financial Liabilities. This guidance permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The fair value election is designed to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. It is effective for
fiscal years beginning after November 15, 2007.  On April 1,
2008, the Partnership adopted GAAP for The Fair Value Option for Financial
Assets and Financial Liabilities and elected not to apply the provisions to its
eligible financial assets and financial liabilities on the date of adoption.
Accordingly, the initial application of the guidance had no effect on the
Partnership.





In
November 2008, the FASB issued accounting guidance on Equity Method Investment
Accounting Considerations that addresses how the initial carrying value of an
equity method investment should be determined, how an impairment assessment of
an underlying indefinite-lived intangible asset of an equity method investment
should be performed, how an equity method investee’s issuance of shares should
be accounted for, and how to account for a change in an investment from the
equity method to the cost method. This guidance is effective in fiscal years
beginning on or after December 15, 2008, and interim periods within
those fiscal years. The Partnership adopted the guidance for the interim
quarterly period beginning April 1, 2009. The impact of adopting it does not
have a material impact on the Partnership’s financial condition or results of
operations.





In April
2009, the FASB issued accounting guidance for Interim Disclosures about Fair
Value of Financial Instruments.  This requires disclosure about the
method and significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual
statements.  It became effective for as of and


39
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 For
the Years Ended March 31, 2010, 2009 and 2008


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





for the
interim period ended June 30, 2009 and has no impact on the Partnership’s
financial condition or results of operations.





In May
2009, the FASB issued guidance regarding subsequent events, which was
subsequently updated in February


2010.
This guidance established general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. In particular, this guidance sets
forth the period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. This guidance was effective for financial
statements issued for fiscal years and interim periods ending after
June 15, 2009, and was therefore adopted by the Partnership for the quarter
ended June 30, 2009. The adoption did not have a significant impact on the
subsequent events that the Partnership reports, either through recognition or
disclosure, in the financial statements. In February 2010, the FASB amended its
guidance on subsequent events to remove the requirement to disclose the date
through which an entity has evaluated subsequent events, alleviating conflicts
with current SEC guidance. This amendment was effective immediately and
therefore the Company did not include the disclosure in this
Form 10-K.





In June
2009, the FASB issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs).  The amended
guidance modifies the consolidation model to one based on control and economics,
and replaces the current quantitative primary beneficiary analysis with a
qualitative analysis. The primary beneficiary of a VIE will be the entity that
has (1) the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance and (2) the obligation
to absorb losses or receive benefits that could potentially be significant to
the VIE.  If multiple unrelated parties share such power, as defined, no
party will be required to consolidate the VIE. Further, the amended guidance
requires continual reconsideration of the primary beneficiary of a VIE and adds
an additional reconsideration event for determination of whether an entity is a
VIE.  Additionally, the amendment requires enhanced and expanded
disclosures around VIEs.  This amendment is effective for fiscal years
beginning after November 15, 2009.  The adoption of this guidance on
April 1, 2010 is not expected to have a material effect on the Partnership’s
financial statements.





In June
2009, the FASB issued the Accounting Standards Codification
(Codification).  Effective July 1, 2009, the Codification is the
single source of authoritative accounting principles recognized by the FASB to
be applied by non-governmental entities in the preparation of financial
statements in conformity with GAAP.  The Codification is intended to
reorganize, rather than change, existing GAAP.  Accordingly, all
references to currently existing GAAP have been removed and have been replaced
with plain English explanations of the Partnership’s accounting
policies.  The adoption of the Codification did not have a material
impact on the Partnership’s financial position or results of
operations.





NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS





As of
March 31, 2010 and 2009, the Partnership owns Local Limited Partnership
interests in 22 and 24 Local Limited Partnerships, respectively. As of March 31,
2010 and 2009, these Local Limited Partnerships each own one Housing
Complex   consisting
of  an  aggregate  of  611 and 674
apartment units,  respectively.  The respective Local
General Partners of the Local Limited Partnerships manage the day to day
operations of the entities. Significant Local Limited Partnership business
decisions require approval from the Partnership.  The Partnership, as
a limited partner, is generally entitled to 99%, as specified in the Local
Limited Partnership agreements, of the operating profits and losses, taxable
income and losses, and Low Income Housing Tax Credits of the Local Limited
Partnerships.





The
Partnership's investments in Local Limited Partnerships as shown in the balance
sheets at March 31, 2010 and 2009, are approximately $4,417,000 and $4,814,000,
respectively, greater than the Partnership's equity at the
preceding


40
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 For
the Years Ended March 31, 2010, 2009 and 2008


NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





December 31
as shown in the Local Limited Partnerships’ combined financial statements
presented below.  This difference is primarily due to unrecorded
losses as discussed below, and acquisition, selection and other costs related to
the acquisition of the investments which have been capitalized in the
Partnership's investment account along with impairment losses recorded in the
Partnership’s investment account.





At March
31, 2010 and 2009, the investment accounts in all of the Local Limited
Partnerships have reached a zero balance. Consequently, all of the Partnerships
estimates of its share of losses for the years ended March 31, 2010, 2009 and
2008, amounting to approximately $385,000, $286,000 and $357,000, respectively,
have not been recognized.  As of March 31, 2010, the aggregate share
of net losses not recognized by the Partnership amounted to
$4,590,000.





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





COMBINED
CONDENSED BALANCE SHEETS





2009
            
            
            2008ASSETSBuildings
      and improvements (net of accumulated depreciation for 2009 and 2008 of
      $12,459,000 and $13,579,000 respectively)
            
            $
            10,336,000
            
            
            $
            11,843,000Land
            
            
            981,000
            
            
            
            1,139,000Other
      assets
            
            
            1,985,000
            
            
            
            2,273,000Total
      assets
            
            $
            13,302,000
            
            
            $
            15,255,000LIABILITIESMortgage
      loans payable
            
            $
            16,734,000
            
            
            $
            18,906,000Due
      to related parties
            
            
            131,000
            
            
            
            136,000Other
      liabilities
            
            
            338,000
            
            
            
            459,000Total
      liabilities
            
            
            17,203,000
            
            
            
            19,501,000PARTNERS’
      EQUITY (DEFICIT)WNC
      Housing Tax Credit Fund II, L.P.
            
            
            (4,417,000
            )
            
            
            (4,814,000
            )Other
      partners
            
            
            516,000
            
            
            
            568,000Total
      partners’ equity (deficit)
            
            
            (3,901,000
            )
            
            
            (4,246,000
            )Total
      liabilities and partners’ equity (deficit)
            
            $
            13,302,000
            
            
            $
            15,255,000





41
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 For
the Years Ended March 31, 2010, 2009 and 2008





NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





COMBINED
CONDENSED STATEMENTS OF OPERATIONS





2009
            
            
            2008
            
            
            2007Revenues
            
            $
            3,136,000
            
            
            $
            3,515,000
            
            
            $
            3,675,000Expenses:Operating
      expenses
            
            
            2,479,000
            
            
            
            2,623,000
            
            
            
            2,738,000Interest
      expense
            
            
            411,000
            
            
            
            456,000
            
            
            
            520,000Depreciation
      and amortization
            
            
            637,000
            
            
            
            725,000
            
            
            
            778,000Total
      expenses
            
            
            3,527,000
            
            
            
            3,804,000
            
            
            
            4,036,000Net
      operating  loss
            
            $
            (391,000
            )
            
            $
            (289,000
            )
            
            $
            (361,000
            )Net
      loss allocable to the Partnership
            
            $
            (385,000
            )
            
            $
            (286,000
            )
            
            $
            (357,000
            )Net
      loss recorded by the Partnership
            
            $
            -
            
            
            $
            -
            
            
            $
            -





Certain
Local Limited Partnerships have incurred significant operating losses and/or
have working capital deficiencies.  In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partners may be
required to sustain operations of such Local Limited Partnerships.








NOTE 3 - RELATED PARTY
TRANSACTIONS





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





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





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





An
      annual asset management fee equal to 0.5% of the Invested Assets of the
      Partnership, as defined. “Invested Assets” means the sum of the
      Partnership’s investment in Local Limited Partnership interests and the
      Partnership’s allocable share of mortgage loans on and other debts related
      to the Housing Complexes owned by such Local Limited Partnerships.
      Management fees of $113,109, $133,525 and $140,466 were incurred during
      the years ended March 31, 2010, 2009 and 2008, respectively, of which
      $21,763, $5,000 and $108,613 was paid during the years ended March 31,
      2010, 2009 and 2008,
respectively.


42
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 For
the Years Ended March 31, 2010, 2009 and 2008


NOTE 3 – RELATED PARTY
      TRANSACTIONS, continued





A
subordinated disposition fee in an amount equal to 1% of the sale price may be
received in connection with the sale or disposition of a Housing Complex or
Local Limited Partnership interest.  Payment of this fee is
subordinated to the Limited Partners receiving a preferred return of 6% (as
defined in the Partnership Agreement) and is payable only if the General Partner
or its affiliates render services in the sales effort.  No such fee
was incurred for all periods presented.





The
      Partnership reimbursed the General Partner or its affiliates for operating
      expenses incurred by the Partnership and paid for by the General Partner
      or its affiliates on behalf of the Partnership.  Operating
      expense reimbursements were $23,237, $73,408 and $46,587 during the years
      ended March 31, 2010, 2009 and 2008
  respectively.





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





March
      31,2010
            
            
            2009Expenses
      paid by the General Partner
              or
      an affiliate on behalf of the Partnership
            
            $
            59,932
            
            
            $
            9,927Accrued
      asset management fees
            
            
            2,434,930
            
            
            
            2,343,584Total
            
            $
            2,494,862
            
            
            $
            2,353,511





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





NOTE 4 – QUARTERLY RESULTS
OF OPERATIONS (UNAUDITED)





The
following is a summary of the quarterly operations for the years ended March 31
(rounded):





June
      30
            
            
            September
      30
            
            
            December
      31
            
            
            March
      312010Income
            
            $
            2,000
            
            
            $
            -
            
            
            $
            1,000
            
            
            $
            -Operating
      expenses
            
            
            (35,000
            )
            
            
            (92,000
            )
            
            
            (30,000
            )
            
            
            (23,000
            )Loss
      from operations
            
            
            (33,000
            )
            
            
            (92,000
            )
            
            
            (29,000
            )
            
            
            (23,000
            )Gain
      on sale of Local
              Limited
      Partnerships
            
            
            20,000
            
            
            
            28,000
            
            
            
            -
            
            
            
            (6,000
            )Net  loss
            
            
            (13,000
            )
            
            
            (64,000
            )
            
            
            (29,000
            )
            
            
            (29,000
            )Net  loss
      available to Limited Partners
            
            
            (13,000
            )
            
            
            (64,000
            )
            
            
            (29,000
            )
            
            
            (28,000
            )Net
      loss per Partnership Unit
            
            
            (2
            )
            
            
            (9
            )
            
            
            (4
            )
            
            
            (4
            )





43
 WNC
HOUSING TAX CREDIT FUND II, L.P.
 (A
California Limited Partnership)
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 For
the Years Ended March 31, 2010, 2009 and 2008


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





June
      30
            
            
            September
      30
            
            
            December
      31
            
            
            March
      312009Income
            
            $
            2,000
            
            
            $
            3,000
            
            
            $
            -
            
            
            $
            1,000Operating
      expenses
            
            
            (36,000
            )
            
            
            (35,000
            )
            
            
            (68,000
            )
            
            
            (34,000
            )Loss
      from operations
            
            
            (34,000
            )
            
            
            (32,000
            )
            
            
            (68,000
            )
            
            
            (33,000
            )Gain
      on sale of Local
              Limited
      Partnerships
            
            
            -
            
            
            
            -
            
            
            
            58,000
            
            
            
            -Net  loss
            
            
            (34,000
            )
            
            
            (32,000
            )
            
            
            (10,000
            )
            
            
            (33,000
            )Net  loss
      available to Limited Partners
            
            
            (34,000
            )
            
            
            (32,000
            )
            
            
            (10,000
            )
            
            
            (32,000
            )Net
      loss per Partnership Unit
            
            
            (5
            )
            
            
            (5
            )
            
            
            (1
            )
            
            
            (4
            )





June
      30
            
            
            September
      30
            
            
            December
      31
            
            
            March
      312008Income
            
            $
            2,000
            
            
            $
            7,000
            
            
            $
            1,000
            
            
            $
            6,000Operating
      expenses
            
            
            (37,000
            )
            
            
            (43,000
            )
            
            
            (58,000
            )
            
            
            (79,000
            )Loss
      from operations
            
            
            (35,000
            )
            
            
            (36,000
            )
            
            
            (57,000
            )
            
            
            (73,000
            )Gain
      on sale of Local
              Limited
      Partnership
            
            
            -
            
            
            
            342,000
            
            
            
            22,000
            
            
            
            -Net
      income (loss)
            
            
            (35,000
            )
            
            
            306,000
            
            
            
            (35,000
            )
            
            
            (73,000
            )Net
      income (loss) available to Limited Partners
            
            
            (34,000
            )
            
            
            303,000
            
            
            
            (35,000
            )
            
            
            (72,000
            )Net
      income (loss) per Partnership Unit
            
            
            (5
            )
            
            
            44
            
            
            
            (5
            )
            
            
            (10
            )





44


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





NONE





Item
9A(T). Controls and Procedures





(a)           Evaluation of disclosure
controls and procedures





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





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





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





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





The
management of Associates is responsible for establishing and maintaining for the
Partnership adequate internal control over financial reporting as that term is
defined in Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f), and
for performing an assessment of the effectiveness of internal control over
financial reporting as of March 31, 2010. The internal control process of
Associates, as it is applicable to the Partnership, was designed to provide
reasonable assurance to Associates regarding the preparation and fair
presentation of published financial statements, and includes those policies and
procedures that:





(1)
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Partnership;


(2)
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles in the United States, and that the Partnership’s
      receipts and expenditures are being made only in accordance with
      authorization of the management of Associates;
  and


(3)
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Partnership’s assets
      that could have a material effect on the financial
    statements.





All
internal control processes, no matter how well designed, have inherent
limitations. Therefore, even those processes determined to be effective can
provide only reasonable assurance with respect to the reliability of financial
statement preparation and presentation. Further, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.


45





Management
of Associates assessed the effectiveness of its internal control over financial
reporting, as it is applicable to the Partnership, as of the end of the
Partnership’s most recent fiscal year. In making this assessment, it used the
criteria set forth in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on its assessment, management of Associates concluded that, for the reasons set
forth above under “Disclosure controls and procedures,” the internal control
over financial reporting, as it is applicable to the Partnership, was not
effective as of March 31, 2010. This annual report does not include an
attestation report of the Partnership’s independent registered public accounting
firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by the Partnership’s independent registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Partnership to provide only management’s
report in this annual report.





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





(c)           Changes in internal
controls





There
were no changes in the Partnership’s internal control over financial reporting
that occurred during the quarter ended March 31, 2010 that materially affected,
or are reasonably likely to materially affect, the Partnership’s internal
control over financial reporting.





Item
      9B. Other Information





NONE





PART
III.





Item
10. Directors, Executive Officers and Corporate Governance





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





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





Wilfred
      N. Cooper, Sr.
            ChairmanWilfred
      N. Cooper, Jr.
            President
      and Chief Executive OfficerDavid
      N. Shafer, Esq.
            Executive
      Vice PresidentMichael
      J. Gaber
            Executive
      Vice PresidentThomas
      J. Riha, CPA
            Senior
      Vice PresidentMelanie
      R. Wenk
            Vice
      President - Chief Financial OfficerDarrick
      Metz
            Senior
      Vice President - OriginationsThomas
      J. Hollingsworth
            Vice
      President – Asset ManagementGregory
      S. Hand
            Vice
      President – AcquisitionsChristine
      A. Cormier
            Vice
      President – Investor RelationsKay
      L. Cooper
            Director
      of WNC & Associates, Inc.Jennifer
      E. Cooper
            Director
      of WNC & Associates, Inc.





46


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





Wilfred
N. Cooper, Sr., age 79, is the founder and Chairman of the Board of Directors of
Associates, a Director of WNC Capital Corporation, and a general partner in some
of the partnerships previously sponsored by Associates Mr. Cooper has been
actively involved in the affordable housing industry since 1968. Previously,
during 1970 and 1971, he was founder and a principal of Creative Equity
Development Corporation, a predecessor of Associates, and of Creative Equity
Corporation, a real estate investment firm. For 12 years before that, Mr. Cooper
was employed by Rockwell International Corporation, last serving as its manager
of housing and urban developments where he had responsibility for factory-built
housing evaluation and project management in urban planning and development. He
has testified before committees of the U.S. Senate and the U.S. House of
Representatives on matters pertaining to the affordable housing
industry.  Mr. Cooper is a Life Director of the National Association
of Home Builders (“NAHB”), a National Trustee for NAHB’s Political Action
Committee, a Director of Volunteers of America National Services, a subsidiary
of Volunteers of America, Inc. and a past Chairman of NAHB’s Multifamily
Council. He is a Director of the National Housing Conference and a member of
NHC’s Board of Governors, and a founder and Director of the California Housing
Consortium. He is the husband of Kay Cooper and the father of Wilfred N. Cooper,
Jr. Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts
degree.





Wilfred
N. Cooper, Jr., age 46, is President, Chief Executive Officer, Secretary, a
Director and a member of the Acquisition Committee of Associates. He is
President and a Director of, and a registered principal with, WNC Capital
Corporation, and is a Director and Vice President of WNC Management, Inc. He has
been involved in real estate investment and acquisition activities since 1988
when he joined Associates. Previously, he served as a Government Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Editorial Advisory Boards of Affordable Housing
Finance and LIHTC Monthly Report,
a Steering Member of the Housing Credit Group of the National Association of
Home Builders, a member of the Tax Policy Council for the National Trust for
Historical Preservation, a member of the Advisory Board of the New York State
Association for Affordable Housing, a member of the Urban Land Institute and a
member of Vistage International, a global network of business leaders and chief
executives. He is the son of Wilfred Cooper, Sr. and Kay Cooper. Mr. Cooper
graduated from The American University in 1985 with a Bachelor of Arts
degree.





David N.
Shafer, age 57, is an Executive Vice President, and a member of the Acquisition
Committee of Associates, and a Director, Vice President and Secretary of WNC
Management, Inc. Mr. Shafer has been active in the real estate industry since
1984. Before joining Associates in 1990, he was engaged as an attorney in the
private practice of law with a specialty in real estate and taxation. Mr. Shafer
is a Director and past President of the California Council of Affordable
Housing, a Director of the Council for Affordable and Rural Housing and a member
of the State Bar of California. Mr. Shafer graduated from the University of
California at Santa Barbara in 1978 with a Bachelor of Arts degree, from the New
England School of Law in 1983 with a Juris Doctor degree cum laude and from the
University of San Diego in 1986 with a Master of Law degree in
Taxation.





Michael
J. Gaber, age 43, is an Executive Vice President – Oversees the Syndications
Group, and is a member of the Acquisition Committee of Associates and Vice
President of WNC Management, Inc... Mr. Gaber has been involved in real estate
acquisition, valuation and investment activities since 1989 and has been
associated with Associates since 1997.  Prior to joining Associates,
he was involved in the valuation and classification of major assets,
restructuring of debt and analysis of real estate taxes with H.F. Ahmanson &
Company, parent of Home Savings of America.  Mr. Gaber is a member of
the Housing Credit Group of NAHB and of the National Housing and Rehabilitation
Association. Mr. Gaber graduated from the California State University, Fullerton
in 1991 with a Bachelor of Science degree in Business Administration –
Finance.





Thomas J.
Riha, age 55, is Senior Vice President and a member of the Acquisition Committee
and the Commercial Real Estate Group of Associates and Vice President, Treasurer
and a Director of WNC Management, Inc. He has been involved in real estate
acquisition and investment activities since 1979. Before joining Associates in
1994, Mr. Riha was employed by Trust Realty Advisor, a real estate acquisition
and Management Company, last serving as Vice President - Operations. He is a
founding member of the Housing Credit Certified Professional Board of Governors,
a national professional certification program administered by the NAHB and the
National Affordable Housing Management Association. Mr. Riha graduated from the
California State University, Fullerton in 1977 with a Bachelor of Arts degree
cum laude in Business Administration with a concentration in Accounting and is a
Certified Public Accountant and a member of the American Institute of Certified
Public Accountants.





47


Melanie
R. Wenk, CPA, age 42, is Vice President-Chief Financial Officer of
Associates.  She oversees WNC’s corporate and partnership accounting
and the Portfolio Management group, which is responsible for SEC reporting
quarterly and annual investor reports and monitoring investment
returns.  Prior to joining Associates in 2003, Ms. Wenk was associated
as a public accountant with BDO Seidman, LLP. She graduated from the California
Polytechnic State University, Pomona, in 1999 with a Bachelor of Science degree
in accounting.







Darrick
Metz, age 39, is Senior Vice President – Originations of WNC & Associates,
Inc. He has been involved in multifamily property underwriting, acquisition and
investment activities since 1991. Prior to joining WNC in 1999, he was employed
by a Minnesota development company specializing in Tax Credit and market rate
multifamily projects. Mr. Metz also worked with the Minnesota Housing Finance
Agency (“MHFA”), where he held the position of Senior Housing Development
Officer. While at MHFA, he was responsible for the allocation of Tax Credits,
HOME funds and multiple state loan products. Mr. Metz is active in the Qualified
Allocation Plan Tax Credit Advisory Committee for the Wisconsin Housing and
Economic Development Authority, a member of the New York State Association for
Affordable Housing and a member of the Leadership Roundtable for the Association
of Affordable Housing in Michigan. He graduated from St. Cloud State University
in 1993 with a Bachelor of Science degree in finance/economics.




Thomas J.
Hollingsworth, CPA, age 58, is Vice President – Asset Management of WNC &
Associates, Inc. and oversees WNC’s asset management group. Mr. Hollingsworth
has been involved in real estate acquisitions, operations and syndication of
multifamily properties for 28 years. Prior to joining WNC in 2005, he was the
senior workout specialist at Key Corporation Housing Management, Inc., a
division of Key Bank.  He has also been responsible for structuring several
tax sheltered multifamily acquisitions during his career. Mr. Hollingsworth
graduated from the University of Utah in 1973 with a Bachelor of Science degree
(cum laude) in Business Administration.





Gregory
S. Hand, age 46, is Vice President - Acquisitions and a member of the Commercial
Real Estate Group of Associates.  He is responsible for the oversight
of property underwriting.  Mr. Hand has been involved in real estate
analysis, development and management since 1987.  Prior to joining
Associates in 1998, he was a portfolio asset manager with a national tax credit
sponsor with responsibility for the management of $200 million in
assets.  Prior to that, he was a finance manager with The Koll Company
and a financial analyst with The Irvine Company.  Mr. Hand graduated
from Iowa State University in 1987 with a Bachelor of Business Administration
degree in finance.





Christine
A. Cormier, age 48, is Vice President – Investor Relations of WNC &
Associates, Inc.  Ms. Cormier acts as a liaison for investors throughout
the closing process. Ms. Cormier has been active in the real estate industry
since 1985. Prior to joining WNC in 2008, Ms. Cormier was with another major tax
credit syndicator for over 12 years where she was the Managing Director of
investor relations. In her previous position, Ms. Cormier closed between $500
million and $1 billion in equity annually, managing relationships with several
of the nation’s largest banks and insurance companies. Ms. Cormier graduated
from Bentley University in 1982 with a Bachelor of Science degree (summa cum
laude) in accounting and computer science.





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





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





(f)
            Involvement in Certain
      Legal Proceedings





None.


48





(g)
            Promoters and Control
      Persons





Inapplicable.





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





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





(j)   Changes to Nominating
Procedures





Inapplicable.





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





None.





(l)   Code of
Ethics





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





Item
11.  Executive Compensation





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





(a)  Compensation for
Services





For
services rendered by the General Partner or an Affiliate of the General Partner
in connection with the administration of the affairs of the Partnership, the
General Partner or any such Affiliate may receive an annual asset management fee
in an amount equal to 0.5% of Invested Assets in Local Limited Partnerships
which are subsidized under one or more Federal, state or local housing
assistance programs. The asset management fee is payable with respect to the
previous calendar quarter on the first day of each calendar quarter during the
year. Accrued but unpaid asset management fees for any year are deferred without
interest and are payable in subsequent years from any funds available to the
Partnership after payment of all other costs and expenses of the Partnership,
including any capital reserves then determined by the General Partner to no
longer be necessary to be retained by the Partnership, or from the proceeds of a
sale or refinancing of Partnership assets.    Fees of
approximately $113,000, $134,000 and $140,000 were incurred during the years
ended March 31, 2010, 2009 and 2008, respectively. The Partnership paid the
General Partner and or its affiliates $22,000, $5,000 and $109,000 of those fees
during the years ended March 31, 2010, 2009 and 2008, respectively.





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


49





(b)  Operating
Expenses





Reimbursement
to a General Partner or any of its Affiliates of operating cash expenses is
subject to specific restrictions in Section 5.3.4 of the Partnership’s Agreement
of Limited Partnership (the “Agreement,” incorporated as Exhibit 3.1 to this
report).  The Agreement defines “operating cash expenses”
as





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





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





The
unpaid operating expenses reimbursable to the General Partner or its affiliates
were $59,932, $9,927 and $43,882 for the years ended March 31, 2010, 2009 and
2008, respectively.   The Partnership reimbursed the General
Partner or its affiliates for operating expenses of $21,043, $73,408 and $46,587
during the years ended March 31, 2010, 2009 and 2008, respectively.





(c)   Interest
in Partnership





The
General Partner receives 1% of the Partnership’s allocated Low Income Housing
Tax Credits, which was $0 for Associates and $0 for the General Partner in the
aggregate for each of the tax years (calendar years) ended December 31, 2009,
2008 and 2007. The General Partner is also entitled to receive 1% of the
Partnership’s operating income or losses, gain or loss from the sale of property
and operating cash distributions. There were no distributions of operating cash
to the General Partner during the years ended March 31, 2010, 2009 and
2008.   The General Partner has an interest in sale or
refinancing proceeds as follows: after the Limited Partners have received a
return of their capital, General Partner may receive an amount equal to its
capital contribution, less any prior distribution of such proceeds, then the
General Partner may receive 1% and the Limited Partners 99% of any remaining
proceeds.  There were no distributions of cash to the General Partner
during the years ended March 31, 2010, 2009 and 2008.


50








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





(a)
            Securities Authorized
      for Issuance Under Equity Compensation
  Plans





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





(b)
            Security Ownership of
      Certain Beneficial Owners





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





(c)
            Security Ownership of
      Management





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





(d)
            Changes in
      Control





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





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








Item
13.  Certain Relationships and Related Transactions, and Director
Independence





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


51


Item
14. Principal Accountant Fees and Services





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





2010
            
            
            2009Audit
      Fees
            
            $
            59,405
            
            
            $
            -Audit-related
      Fees
            
            
            -
            
            
            
            -Tax
      Fees
            
            
            3,035
            
            
            
            2,890All
      Other Fees
            
            
            -
            
            
            
            -TOTAL
            
            $
            62,440
            
            
            $
            2,890





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





52





PART
IV.





Item
15.  Exhibits and Financial Statement Schedules





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





Balance
      Sheets, March 31, 2010 and 2009


Statements
      of Operations for the years ended March 31, 2010, 2009 and
      2008


Statements
      of Partners’ Deficit for the years ended March 31, 2010, 2009 and
      2008


Statements
      of Cash Flows for the years ended March 31, 2010, 2009 and
      2008


Notes
      to Financial Statements





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





Schedule
III - Real Estate Owned by Local Limited Partnerships





(a)(3)           List of
Exhibits.





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





31.1
            Certification
      of the Chief Executive Officer pursuant to Rule 13a-14 or
      15d-14.  (filed herewith)





31.2
            Certification
      of the Chief Financial Officer pursuant to Rule 13a-14 or
      15d-14.  (filed herewith)





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





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





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





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





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





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





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





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





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





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


53





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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


54





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2010   As
      of March 31, 2010
              
              
              As
      of December 31, 2009Partnership
      Name
              Location
              
              Total
      Investment
                in
      Local Limited Partnerships
              
              
              Amount
      of Investment
                Paid
      to Date
              
              
              Mortgage
                Balances
      of Local Limited Partnerships
              
              
              Land
              
              
              Buildings
      & Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueAirport
      Road Associates, Limited
              Slidell,
      Louisiana
              
              $
              334,000
              
              
              $
              334,000
              
              
              $
              1,398,000
              
              
              $
              87,000
              
              
              $
              1,771,000
              
              
              $
              1,288,000
              
              
              $
              570,000Am-Kent
      Associates, Ltd.
              Amite
      & Kentwood, Louisiana
              
              
              232,000
              
              
              
              232,000
              
              
              
              1,075,000
              
              
              
              55,000
              
              
              
              1,533,000
              
              
              
              1,036,000
              
              
              
              552,000Arizona
      I Limited Partnership
              Showlow,
      Arizona
              
              
              320,000
              
              
              
              320,000
              
              
              
              1,431,000
              
              
              
              127,000
              
              
              
              2,011,000
              
              
              
              1,018,000
              
              
              
              1,120,000Brantley
      Housing, Ltd.
              Brantley,
      Alabama
              
              
              108,000
              
              
              
              108,000
              
              
              
              549,000
              
              
              
              26,000
              
              
              
              694,000
              
              
              
              347,000
              
              
              
              373,000Brian's
      Village Apartments, an Oklahoma Limited Partnership.
              Mannford,
      Oklahoma
              
              
              176,000
              
              
              
              176,000
              
              
              
              726,000
              
              
              
              20,000
              
              
              
              1,014,000
              
              
              
              632,000
              
              
              
              402,000Candleridge
      Apartments of Perry, L.P.
              Perry,
      Iowa
              
              
              93,000
              
              
              
              93,000
              
              
              
              555,000
              
              
              
              49,000
              
              
              
              869,000
              
              
              
              542,000
              
              
              
              376,000Candleridge
      Apartments of Runnells, L.P.
              Runnells,
      Iowa
              
              
              58,000
              
              
              
              58,000
              
              
              
              333,000
              
              
              
              30,000
              
              
              
              511,000
              
              
              
              331,000
              
              
              
              210,000Casa
      Allegre Limited Partnership
              Las
      Vegas, New Mexico
              
              
              318,000
              
              
              
              318,000
              
              
              
              1,251,000
              
              
              
              94,000
              
              
              
              1,970,000
              
              
              
              973,000
              
              
              
              1,091,000Castroville
      Village, Ltd.
              Castroville,
      Texas
              
              
              165,000
              
              
              
              165,000
              
              
              
              878,000
              
              
              
              15,000
              
              
              
              1,138,000
              
              
              
              415,000
              
              
              
              738,000


55





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2010  As
      of March 31, 2010
              
              
              As
      of December 31, 2009Partnership
      Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
      Balances of Local Limited Partnerships
              
              
              Land
              
              
              Buildings
      & Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueEclectic
      Housing, Ltd.
              Eclectic,
      Alabama
              
              
              74,000
              
              
              
              74,000
              
              
              
              371,000
              
              
              
              53,000
              
              
              
              449,000
              
              
              
              225,000
              
              
              
              277,000Elizabeth
      Square Associates, Ltd.
              Raceland,
      Louisiana
              
              
              356,000
              
              
              
              356,000
              
              
              
              1,390,000
              
              
              
              35,000
              
              
              
              2,028,000
              
              
              
              1,297,000
              
              
              
              766,000Emory
      Capital, L.P.
              Emory,
      Texas
              
              
              85,000
              
              
              
              85,000
              
              
              
              355,000
              
              
              
              16,000
              
              
              
              471,000
              
              
              
              270,000
              
              
              
              217,000Emory
      Manor, L.P.
              Emory,
      Texas
              
              
              128,000
              
              
              
              128,000
              
              
              
              530,000
              
              
              
              26,000
              
              
              
              719,000
              
              
              
              362,000
              
              
              
              383,000Idalou
      Manor, L.P.
              Idalou,
      Texas
              
              
              122,000
              
              
              
              122,000
              
              
              
              594,000
              
              
              
              20,000
              
              
              
              770,000
              
              
              
              350,000
              
              
              
              440,000Jefferson
      Capital, L.P.
              Jefferson,
      Texas
              
              
              167,000
              
              
              
              167,000
              
              
              
              686,000
              
              
              
              42,000
              
              
              
              946,000
              
              
              
              456,000
              
              
              
              532,000





56








WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2010  As
      of March 31, 2010
              
              
              As
      of December 31, 2009Partnership
      Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
      Balances of Local Limited Partnerships
              
              
              Land
              
              
              Buildings
      & Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueJefferson
      Manor, L.P.
              Jefferson,
      Texas
              
              
              179,000
              
              
              
              179,000
              
              
              
              734,000
              
              
              
              43,000
              
              
              
              969,000
              
              
              
              480,000
              
              
              
              532,000Littlefield
      Manor, L.P.
              Littlefield,
      Texas
              
              
              118,000
              
              
              
              118,000
              
              
              
              571,000
              
              
              
              20,000
              
              
              
              739,000
              
              
              
              338,000
              
              
              
              421,000Perry
      County Housing, Ltd.
              Uniontown,
      Alabama
              
              
              82,000
              
              
              
              82,000
              
              
              
              420,000
              
              
              
              22,000
              
              
              
              531,000
              
              
              
              263,000
              
              
              
              290,000Pine
      Hill Housing, Ltd.
              Pine
      Hill, Alabama
              
              
              105,000
              
              
              
              105,000
              
              
              
              523,000
              
              
              
              32,000
              
              
              
              662,000
              
              
              
              327,000
              
              
              
              367,000Rociada
      Partners Ltd.
              Hereford,
      Texas
              
              
              154,000
              
              
              
              154,000
              
              
              
              698,000
              
              
              
              27,000
              
              
              
              908,000
              
              
              
              441,000
              
              
              
              494,000Wadley
      Housing, Ltd.
              Wadley,
      Alabama
              
              
              76,000
              
              
              
              76,000
              
              
              
              421,000
              
              
              
              53,000
              
              
              
              486,000
              
              
              
              258,000
              
              
              
              281,000Whitewater
      Woods Limited Partnership (1)
              Whitewater,
      Wisconsin
              
              
              301,000
              
              
              
              301,000
              
              
              
              1,245,000
              
              
              
              89,000
              
              
              
              1,606,000
              
              
              
              810,000
              
              
              
              885,000$
              3,751,000
              
              
              $
              3,751,000
              
              
              $
              16,734,000
              
              
              $
              981,000
              
              
              $
              22,795,000
              
              
              $
              12,459,000
              
              
              $
              11,317,000





(1)  The
Partnership has identified the Local Limited Partnership for
disposition.


57





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2010  For
      the year ended December 31, 2009Partnership
      Name
              
              
              Rental
      Income
              
              
              
              Net
      Income
                (Loss)
              
              
              
              Year
      Investment
                Acquired
              
              Status
              
              
              Estimated
                Useful
      Life
                (Years)Airport
      Road Associates, Limited
              
              $
              242,000
              
              
              $
              (36,000
              )
              
              
              1990
              
              Completed
              
              
              27.5Am-Kent
      Associates, Ltd.
              
              
              233,000
              
              
              
              (63,000
              )
              
              
              1991
              
              Completed
              
              
              27.5Arizona
      I Limited Partnership
              
              
              224,000
              
              
              
              (14,000
              )
              
              
              1990
              
              Completed
              
              
              35Brantley
      Housing, Ltd.
              
              
              87,000
              
              
              
              (3,000
              )
              
              
              1992
              
              Completed
              
              
              40Brian's
      Village Apartments, an Oklahoma Limited Partnership
              
              
              138,000
              
              
              
              -
              
              
              
              1990
              
              Completed
              
              
              30Candleridge
      Apartments of Perry, L.P.
              
              
              101,000
              
              
              
              (40,000
              )
              
              
              1992
              
              Completed
              
              
              27.5Candleridge
      Apartments of Runnells, L.P.
              
              
              94,000
              
              
              
              4,000
              
              
              
              1992
              
              Completed
              
              
              27.5Casa
      Allegre Limited Partnership
              
              
              224,000
              
              
              
              16,000
              
              
              
              1990
              
              Completed
              
              
              40Castroville
      Village, Ltd.
              
              
              224,000
              
              
              
              (32,000
              )
              
              
              1991
              
              Completed
              
              
              50Eclectic
      Housing, Ltd.
              
              
              73,000
              
              
              
              8,000
              
              
              
              1992
              
              Completed
              
              
              40Elizabeth
      Square Associates, Ltd.
              
              
              281,000
              
              
              
              (83,000
              )
              
              
              1994
              
              Completed
              
              
              27.5Emory
      Capital, L.P.
              
              
              72,000
              
              
              
              (9,000
              )
              
              
              1990
              
              Completed
              
              
              27.5Emory
      Manor, L.P.
              
              
              106,000
              
              
              
              (9,000
              )
              
              
              1990
              
              Completed
              
              
              30Idalou
      Manor, L.P.
              
              
              95,000
              
              
              
              (24,000
              )
              
              
              1992
              
              Completed
              
              
              40Jefferson
      Capital, L.P.
              
              
              122,000
              
              
              
              (24,000
              )
              
              
              1990
              
              Completed
              
              
              50Jefferson
      Manor, L.P.
              
              
              116,000
              
              
              
              (27,000
              )
              
              
              1990
              
              Completed
              
              
              50Littlefield
      Manor, L.P.
              
              
              98,000
              
              
              
              (12,000
              )
              
              
              1991
              
              Completed
              
              
              40Perry
      County Housing, Ltd.
              
              
              73,000
              
              
              
              (22,000
              )
              
              
              1992
              
              Completed
              
              
              40Pine
      Hill Housing, Ltd.
              
              
              97,000
              
              
              
              8,000
              
              
              
              1992
              
              Completed
              
              
              40Rociada
      Partners Ltd.
              
              
              111,000
              
              
              
              (7,000
              )
              
              
              1990
              
              Completed
              
              
              40Wadley
      Housing, Ltd.
              
              
              78,000
              
              
              
              13,000
              
              
              
              1992
              
              Completed
              
              
              40Whitewater
      Woods Limited Partnership (1)
              
              
              176,000
              
              
              
              (35,000
              )
              
              
              1991
              
              Completed
              
              
              35$
              3,065,000
              
              
              $
              (391,000
              )





58





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009    As
      of March 31, 2009
              
              
              As
      of December 31, 2008Partnership
      Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment
                Paid
      to Date
              
              
              Mortgage
                Balances
      of Local Limited Partnerships
              
              
              Land
              
              
              Buildings
      & Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueAirport
      Road Associates, Limited
              Slidell,
      Louisiana
              
              $
              334,000
              
              
              $
              334,000
              
              
              $
              1,405,000
              
              
              $
              87,000
              
              
              $
              1,771,000
              
              
              $
              1,224,000
              
              
              $
              634,000Am-Kent
      Associates, Ltd.
              Amite
      & Kentwood, Louisiana
              
              
              232,000
              
              
              
              232,000
              
              
              
              1,081,000
              
              
              
              55,000
              
              
              
              1,533,000
              
              
              
              980,000
              
              
              
              608,000Arizona
      I Limited Partnership
              Showlow,
      Arizona
              
              
              320,000
              
              
              
              320,000
              
              
              
              1,439,000
              
              
              
              127,000
              
              
              
              2,009,000
              
              
              
              959,000
              
              
              
              1,177,000Brantley
      Housing, Ltd.
              Brantley,
      Alabama
              
              
              108,000
              
              
              
              108,000
              
              
              
              553,000
              
              
              
              26,000
              
              
              
              694,000
              
              
              
              331,000
              
              
              
              389,000Brian's
      Village Apartments, an Oklahoma Limited Partnership.
              Mannford,
      Oklahoma
              
              
              176,000
              
              
              
              176,000
              
              
              
              730,000
              
              
              
              20,000
              
              
              
              976,000
              
              
              
              600,000
              
              
              
              396,000Candleridge
      Apartments of Perry, L.P.
              Perry,
      Iowa
              
              
              93,000
              
              
              
              93,000
              
              
              
              560,000
              
              
              
              49,000
              
              
              
              869,000
              
              
              
              507,000
              
              
              
              411,000Candleridge
      Apartments of Runnells, L.P.
              Runnells,
      Iowa
              
              
              58,000
              
              
              
              58,000
              
              
              
              339,000
              
              
              
              30,000
              
              
              
              511,000
              
              
              
              313,000
              
              
              
              228,000Casa
      Allegre Limited Partnership
              Las
      Vegas, New Mexico
              
              
              318,000
              
              
              
              318,000
              
              
              
              1,270,000
              
              
              
              94,000
              
              
              
              1,961,000
              
              
              
              912,000
              
              
              
              1,143,000Castroville
      Village, Ltd.
              Castroville,
      Texas
              
              
              165,000
              
              
              
              165,000
              
              
              
              878,000
              
              
              
              15,000
              
              
              
              1,136,000
              
              
              
              392,000
              
              
              
              759,000


59





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009  As
      of March 31, 2009
              
              
              As
      of December 31, 2008Partnership
      Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment
                Paid
      to Date
              
              
              Mortgage
                Balances
      of Local Limited Partnerships
              
              
              Land
              
              
              Buildings
      & Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueCherokee
      Square, L.P. (1)
              Rogersville,
      Tennessee
              
              
              202,000
              
              
              
              202,000
              
              
              
              941,000
              
              
              
              56,000
              
              
              
              1,178,000
              
              
              
              704,000
              
              
              
              530,000Divall
      Midland Associates Limited Partnership II
              Port
      Washington, Wisconsin
              
              
              234,000
              
              
              
              234,000
              
              
              
              1,114,000
              
              
              
              102,000
              
              
              
              1,516,000
              
              
              
              1,053,000
              
              
              
              565,000Eclectic
      Housing, Ltd.
              Eclectic,
      Alabama
              
              
              74,000
              
              
              
              74,000
              
              
              
              376,000
              
              
              
              53,000
              
              
              
              449,000
              
              
              
              215,000
              
              
              
              287,000Elizabeth
      Square Associates, Ltd.
              Raceland,
      Louisiana
              
              
              356,000
              
              
              
              356,000
              
              
              
              1,401,000
              
              
              
              35,000
              
              
              
              2,028,000
              
              
              
              1,224,000
              
              
              
              839,000Emory
      Capital, L.P.
              Emory,
      Texas
              
              
              85,000
              
              
              
              85,000
              
              
              
              357,000
              
              
              
              16,000
              
              
              
              471,000
              
              
              
              261,000
              
              
              
              226,000Emory
      Manor, L.P.
              Emory,
      Texas
              
              
              128,000
              
              
              
              128,000
              
              
              
              533,000
              
              
              
              26,000
              
              
              
              719,000
              
              
              
              351,000
              
              
              
              394,000Idalou
      Manor, L.P.
              Idalou,
      Texas
              
              
              122,000
              
              
              
              122,000
              
              
              
              598,000
              
              
              
              20,000
              
              
              
              770,000
              
              
              
              330,000
              
              
              
              460,000Jefferson
      Capital, L.P.
              Jefferson,
      Texas
              
              
              167,000
              
              
              
              167,000
              
              
              
              690,000
              
              
              
              42,000
              
              
              
              944,000
              
              
              
              440,000
              
              
              
              546,000





60











WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009  As
      of March 31, 2009
              
              
              As
      of December 31, 2008Partnership
      Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
      Balances of Local Limited Partnerships
              
              
              Land
              
              
              Buildings
      & Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueJefferson
      Manor, L.P.
              Jefferson,
      Texas
              
              
              179,000
              
              
              
              179,000
              
              
              
              738,000
              
              
              
              43,000
              
              
              
              969,000
              
              
              
              464,000
              
              
              
              548,000Littlefield
      Manor, L.P.
              Littlefield,
      Texas
              
              
              118,000
              
              
              
              118,000
              
              
              
              574,000
              
              
              
              20,000
              
              
              
              739,000
              
              
              
              320,000
              
              
              
              439,000Perry
      County Housing, Ltd.
              Uniontown,
      Alabama
              
              
              82,000
              
              
              
              82,000
              
              
              
              423,000
              
              
              
              22,000
              
              
              
              531,000
              
              
              
              250,000
              
              
              
              303,000Pine
      Hill Housing, Ltd.
              Pine
      Hill, Alabama
              
              
              105,000
              
              
              
              105,000
              
              
              
              529,000
              
              
              
              32,000
              
              
              
              662,000
              
              
              
              311,000
              
              
              
              383,000Rociada
      Partners Ltd.
              Hereford,
      Texas
              
              
              154,000
              
              
              
              154,000
              
              
              
              702,000
              
              
              
              27,000
              
              
              
              894,000
              
              
              
              418,000
              
              
              
              503,000Wadley
      Housing, Ltd.
              Wadley,
      Alabama
              
              
              76,000
              
              
              
              76,000
              
              
              
              423,000
              
              
              
              53,000
              
              
              
              486,000
              
              
              
              248,000
              
              
              
              291,000Whitewater
      Woods Limited Partnership
              Whitewater,
      Wisconsin
              
              
              301,000
              
              
              
              301,000
              
              
              
              1,252,000
              
              
              
              89,000
              
              
              
              1,606,000
              
              
              
              772,000
              
              
              
              923,000$
              4,187,000
              
              
              $
              4,187,000
              
              
              $
              18,906,000
              
              
              $
              1,139,000
              
              
              $
              25,422,000
              
              
              $
              13,579,000
              
              
              $
              12,982,000





(1)  The
Partnership sold its Limited Partnership interest in the Local Limited
Partnership subsequent to March 31, 2009.


61





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009  For
      the year ended December 31, 2008Partnership
      Name
              
              Rental
      Income
              
              
              Net
      Income (Loss)
              
              
              
              Year
      Investment Acquired
              
              Status
              
              
              Estimated
      Useful Life (Years)Airport
      Road Associates, Limited
              
              $
              233,000
              
              
              $
              (30,000
              )
              
              
              1990
              
              Completed
              
              
              27.5Am-Kent
      Associates, Ltd.
              
              
              223,000
              
              
              
              (31,000
              )
              
              
              1991
              
              Completed
              
              
              27.5Arizona
      I Limited Partnership
              
              
              222,000
              
              
              
              (35,000
              )
              
              
              1990
              
              Completed
              
              
              35Brantley
      Housing, Ltd.
              
              
              86,000
              
              
              
              (1,000
              )
              
              
              1992
              
              Completed
              
              
              40Brian's
      Village Apartments, an Oklahoma Limited Partnership
              
              
              137,000
              
              
              
              (7,000
              )
              
              
              1990
              
              Completed
              
              
              30Candleridge
      Apartments of Perry, L.P.
              
              
              128,000
              
              
              
              (22,000
              )
              
              
              1992
              
              Completed
              
              
              27.5Candleridge
      Apartments of Runnells, L.P.
              
              
              102,000
              
              
              
              1,000
              
              
              
              1992
              
              Completed
              
              
              27.5Casa
      Allegre Limited Partnership
              
              
              224,000
              
              
              
              9,000
              
              
              
              1990
              
              Completed
              
              
              40Castroville
      Village, Ltd.
              
              
              214,000
              
              
              
              (15,000
              )
              
              
              1991
              
              Completed
              
              
              50Cherokee
      Square, L.P.
              
              
              130,000
              
              
              
              (5,000
              )
              
              
              1990
              
              Completed
              
              
              50Divall
      Midland Associates Limited Partnership II
              
              
              151,000
              
              
              
              (31,000
              )
              
              
              1990
              
              Completed
              
              
              27.5Eclectic
      Housing, Ltd.
              
              
              71,000
              
              
              
              4,000
              
              
              
              1992
              
              Completed
              
              
              40Elizabeth
      Square Associates, Ltd.
              
              
              246,000
              
              
              
              (23,000
              )
              
              
              1994
              
              Completed
              
              
              27.5Emory
      Capital, L.P.
              
              
              66,000
              
              
              
              (20,000
              )
              
              
              1990
              
              Completed
              
              
              27.5








62








WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009  For
      the year ended December 31, 2008Partnership
      Name
              
              Rental
      Income
              
              
              Net
      Income (Loss)
              
              
              Year
      Investment Acquired
              
              Status
              
              Estimated
      Useful Life (Years)Emory
      Manor, L.P.
              
              
              97,000
              
              
              
              (7,000
              )
              
              
              1990
              
              Completed
              
              
              30Idalou
      Manor, L.P.
              
              
              98,000
              
              
              
              (2,000
              )
              
              
              1992
              
              Completed
              
              
              40Jefferson
      Capital, L.P.
              
              
              117,000
              
              
              
              (9,000
              )
              
              
              1990
              
              Completed
              
              
              50Jefferson
      Manor, L.P.
              
              
              116,000
              
              
              
              (11,000
              )
              
              
              1990
              
              Completed
              
              
              50Littlefield
      Manor, L.P.
              
              
              90,000
              
              
              
              (20,000
              )
              
              
              1991
              
              Completed
              
              
              40Perry
      County Housing, Ltd.
              
              
              70,000
              
              
              
              (2,000
              )
              
              
              1992
              
              Completed
              
              
              40Pine
      Hill Housing, Ltd.
              
              
              89,000
              
              
              
              (5,000
              )
              
              
              1992
              
              Completed
              
              
              40Rociada
      Partners Ltd.
              
              
              116,000
              
              
              
              (20,000
              )
              
              
              1990
              
              Completed
              
              
              40Wadley
      Housing, Ltd.
              
              
              79,000
              
              
              
              16,000
              
              
              
              1992
              
              Completed
              
              
              40Whitewater
      Woods Limited Partnership
              
              
              183,000
              
              
              
              (23,000
              )
              
              
              1991
              
              Completed
              
              
              35$
              3,288,000
              
              
              $
              (289,000
              )


63





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008  As
      of March 31, 2008
              
              
              As
      of December 31, 2007Local
      Limited Partnership Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
                Balances
      of
                Local
      Limited Partnerships
              
              
              Land
              
              
              Buildings
      & Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueAirport
      Road Associates, Limited
              Slidell,
      Louisiana
              
              $
              334,000
              
              
              $
              334,000
              
              
              $
              1,412,000
              
              
              $
              87,000
              
              
              $
              1,771,000
              
              
              $
              1,159,000
              
              
              $
              699,000Am-Kent
      Associates, Ltd.
              Amite
      & Kentwood, Louisiana
              
              
              232,000
              
              
              
              232,000
              
              
              
              1,086,000
              
              
              
              55,000
              
              
              
              1,534,000
              
              
              
              925,000
              
              
              
              664,000Arizona
      I Limited Partnership
              Showlow,
      Arizona
              
              
              320,000
              
              
              
              320,000
              
              
              
              1,446,000
              
              
              
              127,000
              
              
              
              1,962,000
              
              
              
              901,000
              
              
              
              1,188,000Ashland
      Investment Group, an Oregon Limited Partnership (1)
              Ashland,
      Oregon
              
              
              300,000
              
              
              
              300,000
              
              
              
              1,343,000
              
              
              
              90,000
              
              
              
              1,753,000
              
              
              
              663,000
              
              
              
              1,180,000Brantley
      Housing, Ltd.
              Brantley,
      Alabama
              
              
              108,000
              
              
              
              108,000
              
              
              
              556,000
              
              
              
              26,000
              
              
              
              694,000
              
              
              
              314,000
              
              
              
              406,000Brian's
      Village Apartments, an Oklahoma Limited Partnership.
              Mannford,
      Oklahoma
              
              
              176,000
              
              
              
              176,000
              
              
              
              734,000
              
              
              
              20,000
              
              
              
              976,000
              
              
              
              569,000
              
              
              
              427,000Candleridge
      Apartments of Perry, L.P.
              Perry,
      Iowa
              
              
              93,000
              
              
              
              93,000
              
              
              
              565,000
              
              
              
              49,000
              
              
              
              841,000
              
              
              
              473,000
              
              
              
              417,000


64





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008  As
      of March 31, 2008
              
              
              As
      of December 31, 2007Local
      Limited Partnership Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
                Balances
      of Local Limited Partnerships
              
              
              Land
              
              
              Buildings
      & Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueCandleridge
      Apartments of Runnells, L.P.
              Runnells,
      Iowa
              
              
              58,000
              
              
              
              58,000
              
              
              
              344,000
              
              
              
              30,000
              
              
              
              508,000
              
              
              
              295,000
              
              
              
              243,000Casa
      Allegre Limited Partnership
              Las
      Vegas, New Mexico
              
              
              318,000
              
              
              
              318,000
              
              
              
              1,288,000
              
              
              
              94,000
              
              
              
              1,891,000
              
              
              
              852,000
              
              
              
              1,133,000Castroville
      Village, Ltd.
              Castroville,
      Texas
              
              
              165,000
              
              
              
              165,000
              
              
              
              889,000
              
              
              
              15,000
              
              
              
              1,136,000
              
              
              
              369,000
              
              
              
              782,000Cherokee
      Square, L.P. (1)
              Rogersville,
      Tennessee
              
              
              202,000
              
              
              
              202,000
              
              
              
              946,000
              
              
              
              56,000
              
              
              
              1,186,000
              
              
              
              678,000
              
              
              
              564,000Divall
      Midland Associates Limited Partnership II
              Port
      Washington, Wisconsin
              
              
              234,000
              
              
              
              234,000
              
              
              
              1,120,000
              
              
              
              102,000
              
              
              
              1,511,000
              
              
              
              999,000
              
              
              
              614,000Eclectic
      Housing, Ltd.
              Eclectic,
      Alabama
              
              
              74,000
              
              
              
              74,000
              
              
              
              382,000
              
              
              
              53,000
              
              
              
              449,000
              
              
              
              205,000
              
              
              
              297,000Elizabeth
      Square Associates, Ltd.
              Raceland,
      Louisiana
              
              
              356,000
              
              
              
              356,000
              
              
              
              1,411,000
              
              
              
              35,000
              
              
              
              2,028,000
              
              
              
              1,150,000
              
              
              
              913,000





65








WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008  As
      of March 31, 2008
              
              As
      of December 31, 2007Local
      Limited Partnership Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
                Balances
      of
                Local
      Limited Partnerships
              
              
              Land
              
              
              Buildings
      & Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueEmory
      Capital, L.P.
              Emory,
      Texas
              
              
              85,000
              
              
              
              85,000
              
              
              
              359,000
              
              
              
              16,000
              
              
              
              471,000
              
              
              
              251,000
              
              
              
              236,000Emory
      Manor, L.P.
              Emory,
      Texas
              
              
              128,000
              
              
              
              128,000
              
              
              
              536,000
              
              
              
              26,000
              
              
              
              719,000
              
              
              
              339,000
              
              
              
              406,000Idalou
      Manor, L.P.
              Idalou,
      Texas
              
              
              122,000
              
              
              
              122,000
              
              
              
              601,000
              
              
              
              20,000
              
              
              
              770,000
              
              
              
              310,000
              
              
              
              480,000Jefferson
      Capital, L.P.
              Jefferson,
      Texas
              
              
              167,000
              
              
              
              167,000
              
              
              
              694,000
              
              
              
              42,000
              
              
              
              943,000
              
              
              
              424,000
              
              
              
              561,000Jefferson
      Manor, L.P.
              Jefferson,
      Texas
              
              
              179,000
              
              
              
              179,000
              
              
              
              742,000
              
              
              
              43,000
              
              
              
              969,000
              
              
              
              448,000
              
              
              
              564,000Littlefield
      Manor, L.P.
              Littlefield,
      Texas
              
              
              118,000
              
              
              
              118,000
              
              
              
              577,000
              
              
              
              20,000
              
              
              
              739,000
              
              
              
              302,000
              
              
              
              457,000Perry
      County Housing, Ltd.
              Uniontown,
      Alabama
              
              
              82,000
              
              
              
              82,000
              
              
              
              425,000
              
              
              
              22,000
              
              
              
              531,000
              
              
              
              237,000
              
              
              
              316,000


66





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008  As
      of March 31, 2008
              
              
              As
      of December 31, 2007Local
      Limited Partnership Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid
                to
      Date
              
              
              Mortgage
                Balances
      of
                Local
      Limited Partnerships
              
              
              Land
              
              
              Buildings
      & Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValuePine
      Hill Housing, Ltd.
              Pine
      Hill, Alabama
              
              
              105,000
              
              
              
              105,000
              
              
              
              533,000
              
              
              
              32,000
              
              
              
              662,000
              
              
              
              296,000
              
              
              
              398,000Rociada
      Partners Ltd.
              Hereford,
      Texas
              
              
              154,000
              
              
              
              154,000
              
              
              
              706,000
              
              
              
              27,000
              
              
              
              894,000
              
              
              
              396,000
              
              
              
              525,000Wadley
      Housing, Ltd.
              Wadley,
      Alabama
              
              
              76,000
              
              
              
              76,000
              
              
              
              426,000
              
              
              
              53,000
              
              
              
              486,000
              
              
              
              237,000
              
              
              
              302,000Whitewater
      Woods Limited Partnership
              Whitewater,
      Wisconsin
              
              
              301,000
              
              
              
              301,000
              
              
              
              1,258,000
              
              
              
              89,000
              
              
              
              1,606,000
              
              
              
              733,000
              
              
              
              962,000Willcox
      Investment Group, an Arizona Limited Partnership (1)
              Willcox,
      Arizona
              
              
              245,000
              
              
              
              245,000
              
              
              
              1,026,000
              
              
              
              45,000
              
              
              
              1,293,000
              
              
              
              498,000
              
              
              
              840,000$
              4,732,000
              
              
              $
              4,732,000
              
              
              $
              21,405,000
              
              
              $
              1,274,000
              
              
              $
              28,323,000
              
              
              $
              14,023,000
              
              
              $
              15,574,000





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


67





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited
Partnerships  March
      31, 2008
              
              For
      the year ended December 31, 2007Local
      Limited Partnership Name
              
              Rental
      Income
              
              
              Net
      Income (Loss)
              
              
              Year
      Investment Acquired
              
              Status
              
              Estimated
      Useful Life (Years)Airport
      Road Associates, Limited
              
              $
              210,000
              
              
              $
              (38,000
              )
              
              
              1990
              
              Completed
              
              
              27.5Am-Kent
      Associates, Ltd.
              
              
              192,000
              
              
              
              (64,000
              )
              
              
              1991
              
              Completed
              
              
              27.5Arizona
      I Limited Partnership
              
              
              223,000
              
              
              
              (25,000
              )
              
              
              1990
              
              Completed
              
              
              35Ashland
      Investment Group, an Oregon Limited Partnership
              
              
              210,000
              
              
              
              (4,000
              )
              
              
              1990
              
              Completed
              
              
              50Brantley
      Housing, Ltd.
              
              
              80,000
              
              
              
              (7,000
              )
              
              
              1992
              
              Completed
              
              
              40Brian's
      Village Apartments, an Oklahoma Limited Partnership
              
              
              137,000
              
              
              
              2,000
              
              
              
              1990
              
              Completed
              
              
              30Candleridge
      Apartments of Perry, L.P.
              
              
              125,000
              
              
              
              (17,000
              )
              
              
              1992
              
              Completed
              
              
              27.5Candleridge
      Apartments of Runnells, L.P.
              
              
              103,000
              
              
              
              8,000
              
              
              
              1992
              
              Completed
              
              
              27.5Casa
      Allegre Limited Partnership
              
              
              209,000
              
              
              
              (2,000
              )
              
              
              1990
              
              Completed
              
              
              40Castroville
      Village, Ltd.
              
              
              210,000
              
              
              
              (13,000
              )
              
              
              1991
              
              Completed
              
              
              50Cherokee
      Square, L.P.
              
              
              117,000
              
              
              
              (10,000
              )
              
              
              1990
              
              Completed
              
              
              50Divall
      Midland Associates Limited Partnership II
              
              
              152,000
              
              
              
              (33,000
              )
              
              
              1990
              
              Completed
              
              
              27.5Eclectic
      Housing, Ltd.
              
              
              65,000
              
              
              
              1,000
              
              
              
              1992
              
              Completed
              
              
              40Elizabeth
      Square Associates, Ltd.
              
              
              235,000
              
              
              
              (83,000
              )
              
              
              1994
              
              Completed
              
              
              27.5Emory
      Capital, L.P.
              
              
              64,000
              
              
              
              (15,000
              )
              
              
              1990
              
              Completed
              
              
              27.5


68





WNC
      Housing Tax Credit Fund II, L.P.Schedule
      IIIReal
      Estate Owned by Local Limited Partnerships  March
      31, 2008
              
              For
      the year ended December 31, 2007Local
      Limited Partnership Name
              
              Rental
      Income
              
              
              Net
      Income (Loss)
              
              
              Year
      Investment Acquired
              
              Status
              
              Estimated
      Useful Life (Years)Emory
      Manor, L.P.
              
              
              88,000
              
              
              
              (8,000
              )
              
              
              1990
              
              Completed
              
              
              30Idalou
      Manor, L.P.
              
              
              96,000
              
              
              
              (6,000
              )
              
              
              1992
              
              Completed
              
              
              40Jefferson
      Capital, L.P.
              
              
              111,000
              
              
              
              (13,000
              )
              
              
              1990
              
              Completed
              
              
              50Jefferson
      Manor, L.P.
              
              
              109,000
              
              
              
              (13,000
              )
              
              
              1990
              
              Completed
              
              
              50Littlefield
      Manor, L.P.
              
              
              93,000
              
              
              
              (20,000
              )
              
              
              1991
              
              Completed
              
              
              40Perry
      County Housing, Ltd.
              
              
              67,000
              
              
              
              (2,000
              )
              
              
              1992
              
              Completed
              
              
              40Pine
      Hill Housing, Ltd.
              
              
              86,000
              
              
              
              (5,000
              )
              
              
              1992
              
              Completed
              
              
              40Rociada
      Partners Ltd.
              
              
              116,000
              
              
              
              (13,000
              )
              
              
              1990
              
              Completed
              
              
              40Wadley
      Housing, Ltd.
              
              
              69,000
              
              
              
              6,000
              
              
              
              1992
              
              Completed
              
              
              40Whitewater
      Woods Limited Partnership
              
              
              189,000
              
              
              
              (22,000
              )
              
              
              1991
              
              Completed
              
              
              35Willcox
      Investment Group, an Arizona Limited Partnership
              
              
              194,000
              
              
              
              35,000
              
              
              
              1990
              
              Completed
              
              
              50$
              3,550,000
              
              
              $
              (361,000
              )











69


SIGNATURES








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





WNC
HOUSING TAX CREDIT FUND II, L.P.





By:          WNC
Financial Group, L.P.


General
Partner





By:           /s/ Wilfred N. Cooper,
Jr




President
of WNC & Associates, Inc.





Date:
June 29, 2010





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








By:           /s/ Wilfred N. Cooper,
Jr.


Wilfred
N. Cooper, Jr.,


Chief
Executive Officer, President and Director of WNC & Associates, Inc.
(principal executive officer)





Date:
June 29, 2010








By:           /s/ Melanie R.
Wenk


Melanie
R. Wenk,,


Senior
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
(principal financial officer and principal accounting officer)





Date:
June 29, 2010








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


Wilfred
N. Cooper, Sr.,


Chairman
of the Board of WNC & Associates, Inc.





Date:
June 29, 2010





By:           /s/ Kay L.
Cooper


Kay L.
Cooper


Director
of WNC & Associates, Inc.





Date:
June 29, 2010








70