**UNITEDSTATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington****, DC 20549**

 

**Form10-K**

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(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year endedDecember 31, 2010

 

or

 

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

 

For the transition periodfrom __________ to ___________

 

Commission File Number0-20610

 

NATIONAL TAX CREDIT INVESTORSII

(Exactname of registrant as specified in its charter)

 

 

55 Beattie Place, PO Box1089

Greenville, South Carolina29602

(Addressof principal executive offices)

 

Registrant’s telephonenumber, including area code (864) 239-1000

 

Securities registeredpursuant to Section 12(b) of the Act:

 

None

 

Securities registeredpursuant to Section 12(g) of the Act:

 

Units of Limited PartnershipInterests

(Title ofclass)

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes [ ] No [X]

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act. Yes [ ] No [X]

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days. Yes [X] No [ ]

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). [ ] Yes  [ ] No

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section229.405 of this chapter) is not contained herein, and will not be contained, tothe best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. [X]

 

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

 

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes [ ] No [X]

 

State the aggregate marketvalue of the voting and non-voting partnership units held by non-affiliatescomputed by reference to the price at which the partnership units were lastsold, or the average bid and asked price of such partnership units as of thelast business day of the registrant’s most recently completed second fiscalquarter.  No market exists for the limited partnership units of theRegistrant, and, therefore, no aggregate market value can bedetermined.

 

**DOCUMENTS INCORPORATED BYREFERENCE**

**None**

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