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, 2004

                                       OR

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

           For the transition period from ____________ to ____________

                         Commission file number: 0-20057


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

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


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

                                 (714) 662-5565
                               (Telephone number)

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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)

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



<PAGE>

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

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


                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE




                                       2
<PAGE>


PART I

Item 1.  Business

Organization

WNC Housing Tax Credit Fund II, L.P. (the "Partnership") is a California limited
partnership  formed  under the laws of the State of  California  on January  19,
1990. The  Partnership was formed to acquire  limited  partnership  interests or
membership   interests  in  other  limited  partnerships  or  limited  liability
companies  ("Local  Limited   Partnerships")   which  own  multi-family  housing
complexes  that are  eligible  for Federal  low-income  housing  and, in certain
cases, California low-income housing tax credits ("Low Income Housing Credits").

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

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

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

Description of Business

The  Partnership's  principal  business  objective  is to  provide  its  Limited
Partners with Low Income Housing Credits.  The Partnership's  principal business
therefore  consists of investing as a limited partner or non-managing  member in
Local  Limited  Partnerships  each of which  owns and  operates  a  multi-family
housing  complex  (the  "Housing  Complexes")  which  qualify for the Low Income
Housing Credits.  In general,  under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce  Federal  taxes  otherwise due in each year of a ten-year  period.  In
general,  under Section 17058 of the  California  Revenue and Taxation  Code, an
owner of low-income housing can receive the California Low Income Housing Credit
to be used against  California  taxes  otherwise due in each year of a four-year
period. Each Housing Complex is subject to a fifteen-year compliance period (the
"Compliance  Period"),  and  under  state law may have to be  maintained  as low
income housing for 30 or more years.

In general,  in order to avoid  recapture  of Low Income  Housing  Credits,  the
Partnership  does not  expect  that it will  dispose of its  interests  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited  Partnership of its Housing Complex prior to the end of the
applicable  Compliance  Period.  Because  of  (i)  the  nature  of  the  Housing
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or more years in the  future,  and (iii) the  ability of  government
lenders to  disapprove  of transfer,  it is not possible at this time to predict
whether the liquidation of the  Partnership's  assets and the disposition of the
proceeds,  if any, in  accordance  with the  Partnership's  Agreement of Limited
Partnership,  dated January 19, 1990 (the "Partnership Agreement"), will be able
to be accomplished promptly at the end of the 15-year period. If a Local Limited
Partnership is unable to sell its Housing  Complex,  it is anticipated  that the
local general partner ("Local General  Partner") will either continue to operate
such Housing  Complex or take such other  actions as the Local  General  Partner
believes  to  be  in  the  best  interest  of  the  Local  Limited  Partnership.
Notwithstanding the preceding,  circumstances  beyond the control of the General
Partner or the Local General  Partners may occur during the  Compliance  Period,
which would  require the  Partnership  to approve the  disposition  of a Housing
Complex prior to the end thereof,  possibly resulting in recapture of Low Income
Housing Credits.



                                       3
<PAGE>


As of March 31, 2004, the Partnership had invested in twenty-seven Local Limited
Partnerships.  Each of these Local Limited  Partnerships  owns a Housing Complex
that was  eligible  for the Federal Low Income  Housing  Credit.  Certain  Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

Certain Risks and Uncertainties

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

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

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

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

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


There are limits on the transferability of units, including a prohibition on the
transfer of more than 50% of the Units


                                       4
<PAGE>

in a 12-month  period.  No trading market for the Units exists or is expected to
develop. Limited Partners may be unable to sell their Units except at a discount
and should consider their Units to be a long-term investment. Individual Limited
Partners  will have no recourse if they  disagree  with actions  authorized by a
vote of the majority of Limited Partners.

Anticipated  future and  existing  cash  resources  are not  sufficient  to meet
existing   contractual  cash  obligations.   Substantially  all  of  the  future
contractual  cash  obligations  of the  Partnership  are  payable to the General
Partner.  Though a substantial portion of the amounts contractually obligated to
the  General  Partner  are  contractually  currently  payable,  the  Partnership
anticipates  that the  General  Partner  will not  require  the payment of these
contractual  obligations  until  capital  reserves  are in excess of the  future
foreseeable  working  capital  requirements  of the  Partnership.  However,  the
Partnership is  contractually  required to pay these  obligations to the General
Partner on a current basis. The Partnership  would be adversely  affected should
the General Partner demand current payment of these contractual  obligations and
or suspend services for this or any other reason.

Exit Strategy

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

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

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

Item 2. Properties

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



                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                        ----------------------------  ----------------------------------------------
                                                           As of March 31, 2004                   As of December 31, 2003
                                                        ----------------------------  ----------------------------------------------
                                                          Partnership's    Amount of                      Estimated         Mortgage
                                                         Total Investment  Investment                   Aggregate Low    Balances of
   Local Limited                       General Partner   in Local Limited  Paid to     Number          Income Housing  Local Limited
  Partnership Name        Location       Name               Partnership     Date     of Units  Occupancy   Credits (1)  Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>                  <C>           <C>          <C>    <C>      <C>             <C>
Airport Road              Slidell,       Clifford E. Olsen,
Associates,               Louisiana      Olsen Securities
Limited                                  Corporation          $  334,000    $334,000     40      97%     $   695,000     $ 1,433,000

Am-Kent                   Amite &
Associates,               Kentwood,      Olsen Securities
Ltd.                      Louisiana      Corporation             232,000     232,000     32      97%         585,000       1,104,000

Arizona I                 Showlow,
Limited                   Arizona        Western States
Partnership                              Housing Corporation
                                         and Joe W. Roberts
                                         Company                 320,000     320,000     42      64%         617,000       1,468,000

Ashland                   Ashland,       Ronald D.
Investment                Oregon         Bettencourt
Group, an
Oregon
Limited
Partnership                                                     300,000     300,000      40     100%         666,000       1,365,000

Brantley                  Brantley,      Thomas H.
Housing,                  Alabama        Cooksey and
Ltd.                                     Apartment
                                         Developers,
                                         Inc.                   108,000     108,000      19      79%         287,000         566,000

Brian's                   Mannford,      Robert W.
Village                   Oklahoma       Green and
Apartments,                              Emerald
an Oklahoma                              Development
Limited                                  Co., Inc.
Partnership.                                                    176,000     176,000      28      93%         374,000         747,000

Candleridge               Perry,         Eric A
Apartments                Iowa           Sheldahl
of Perry,
L.P.                                                             93,000      93,000      23     100%         224,000         581,000

Candleridge               Runnells,      Eric A.
Apartments of             Iowa           Sheldahl
Runnells, L.P.                                                   58,000      58,000      15      87%         141,000         362,000
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                        ----------------------------  ----------------------------------------------
                                                           As of March 31, 2004                   As of December 31, 2003
                                                        ----------------------------  ----------------------------------------------
                                                          Partnership's    Amount of                      Estimated         Mortgage
                                                         Total Investment  Investment                   Aggregate Low    Balances of
   Local Limited                       General Partner   in Local Limited  Paid to     Number          Income Housing  Local Limited
  Partnership Name        Location       Name               Partnership     Date     of Units  Occupancy   Credits (1)  Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>                  <C>           <C>          <C>    <C>      <C>              <C>
Casa                      Las Vegas,     Western States
Allegre                   New            Housing
Limited                   Mexico         Corporation,
Partnership                              ABO Corporation and
                                         Alan D. Nofsker        318,000     318,000      42     100%         635,000       1,346,000

Castroville               Castroville,   Doublekaye
Village,                  Texas          Corp and
Ltd.                                     Gary L. Kersch         165,000     165,000      40      95%         426,000         925,000

Cherokee                  Rogersville,   Douglas B.
Square,                   Tennessee      Parker and
L.P.                                     Billy D. Cobb          202,000     202,000      31      97%         418,000         964,000

Divall                    Port
Midland                   Washington,    Gary J.
Associates                Wisconsin      DiVall
Limited
Partnership
II                                                              234,000     234,000      32      88%         489,000       1,141,000

Eclectic                  Eclectic,      Thomas H.
Housing,                  Alabama        Cooksey and
Ltd.                                     Apartment
                                         Developers,
                                         Inc.                    74,000      74,000      15     100%         216,000         399,000

Elizabeth                 Raceland,      Olsen
Square                    Louisiana      Securities
Associates,                              Corp.
Ltd.                                                            356,000     356,000      48      96%         748,000       1,445,000

Emory                     Emory,         1600 Capital
Capital,                  Texas          Company,
L.P.                                     Inc.                    85,000      85,000      16     100%         175,000         364,000

Emory                     Emory,         1600 Capital
Manor,                    Texas          Company,
L.P.                                     Inc.                   128,000     128,000      24     100%         206,000         545,000

Idalou                    Idalou,        1600 Capital
Manor,                    Texas          Company,
L.P.                                     Inc.                   122,000     122,000      24     100%         290,000         611,000

Jefferson                 Jefferson,     1600 Capital
Capital,                  Texas          Company,
L.P.                                     Inc.                   167,000     167,000      30      97%         269,000         705,000
</TABLE>

                                       7
<PAGE>

 <TABLE>
<CAPTION>
                                                        ----------------------------  ----------------------------------------------
                                                           As of March 31, 2004                   As of December 31, 2003
                                                        ----------------------------  ----------------------------------------------
                                                          Partnership's    Amount of                      Estimated         Mortgage
                                                         Total Investment  Investment                   Aggregate Low    Balances of
   Local Limited                       General Partner   in Local Limited  Paid to     Number          Income Housing  Local Limited
  Partnership Name        Location       Name               Partnership     Date     of Units  Occupancy   Credits (1)  Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>                  <C>           <C>          <C>    <C>      <C>              <C>
Jefferson                 Jefferson,     1600 Capital
Manor,                    Texas          Company,
L.P.                                     Inc.                   179,000     179,000      32      94%         362,000         753,000

Lakeview                  Beaver Dam,    Thomas G
Limited                   Wisconsin .    Larson,
Partnership                              William H.
                                         Larson, and
                                         Raymond L.
                                         Tetzlaff               264,000     264,000      40     100%         528,000       1,223,000

Littlefield               Littlefield,   1600 Capital
Manor,                    Texas          Company,
L.P.                                     Inc.                   118,000     118,000      24      96%         280,000         586,000

Perry                     Uniontown,     Thomas H.
County                    Alabama        Cooksey and
Housing,                                 Apartment
Ltd.                                     Developers,
                                         Inc.                    82,000      82,000      15      80%         215,000         433,000

Pine Hill                 Pine           Thomas H.
Housing,                  Hill,          Cooksey and
Ltd.                      Alabama        Apartment
                                         Developers,
                                         Inc.                   105,000     105,000      19      95%         267,000         549,000

Rociada                   Hereford,      Richard
Partners                  Texas          Lee (Rick)
Ltd.                                     Brown                  154,000     154,000      28      93%         316,000         720,000

Wadley                    Wadley,        Thomas H.
Housing,                  Alabama        Cooksey and
Ltd.                                     Apartment
                                         Developers,
                                         Inc.                    76,000      76,000      15      80%         213,000         433,000

Whitewater                Whitewater,    Thomas G.
Woods                     Wisconsin      Larson,
Limited                                  William H.
Partnership                              Larson, and
                                         Raymond L.
                                         Tetzlaff               301,000     301,000      40      95%         603,000       1,279,000

Willcox                   Willcox,       John P.
Investment                Arizona        Casper
Group, an
Arizona
Limited
Partnership                                                     245,000     245,000      30      93%        490,000        1,045,000
                                                            ----------- -----------    -----    ----    -----------      -----------

                                                            $ 4,996,000 $ 4,996,000     784      93%    $10,735,000      $23,092,000
                                                            =========== ===========    =====    ====    ===========      ===========
</TABLE>

                                       8
<PAGE>


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







                                       9
<PAGE>

<TABLE>
<CAPTION>
                                 --------------------------------------------------------------------------
                                                   For the year ended December 31, 2003
                                 --------------------------------------------------------------------------
                                                                                     Low Income Housing
                                                                                      Credits Allocated to
        Partnership Name            Rental Income     Net Income/(Loss)                  Partnership
-----------------------------------------------------------------------------------------------------------
<S>                                        <C>                  <C>                                    <C>
Airport Road Associates, Limited           $ 180,000            $ (40,000)                             99%

Am-Kent Associates, Ltd.                     166,000              (37,000)                             99%

Arizona I Limited Partnership                134,000              (72,000)                             99%

Ashland Investment Group, an
Oregon Limited Partnership                   173,000              (37,000)                             99%

Brantley Housing, Ltd.                        65,000              (11,000)                             99%


Brian's Village Apartments, an
Oklahoma Limited Partnership.                107,000              (30,000)                             99%

Candleridge Apartments of
Perry, L.P.                                  125,000              (10,000)                             99%

Candleridge Apartments of
Runnells, L.P.                                91,000               (8,000)                             99%


Casa Allegre Limited Partnership             198,000                6,000                              99%

Castroville Village, Ltd.                    179,000              (21,000)                             99%

Cherokee Square, L.P.                         91,000              (39,000)                             99%

Divall Midland Associates
Limited Partnership II                       153,000             (104,000)                             99%

Eclectic Housing, Ltd.                        54,000                1,000                              99%

Elizabeth Square Associates,
Ltd.                                         182,000              (56,000)                             99%

Emory Capital, L.P.                           63,000               (3,000)                             99%

Emory Manor, L.P.                             87,000               (9,000)                             99%

Idalou Manor, L.P.                            89,000              (19,000)                             99%

Jefferson Capital, L.P.                      108,000               10,000                              99%

Jefferson Manor, L.P.                        106,000               (1,000)                             99%

Lakeview Limited Partnership                 165,000              (24,000)                             99%

Littlefield Manor, L.P.                       83,000              (15,000)                             99%
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                 --------------------------------------------------------------------------
                                                   For the year ended December 31, 2003
                                 --------------------------------------------------------------------------
                                                                                    Low Income Housing
                                                                                     Credits Allocated to
        Partnership Name            Rental Income     Net Income/(Loss)                 Partnership
-----------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>                               <C>
Perry County Housing, Ltd.                    62,000                2,000                             99%

Pine Hill Housing, Ltd.                       71,000               (6,000)                            99%

Rociada Partners Ltd.                        147,000              (33,000)                            99%

Wadley Housing, Ltd.                          54,000               (9,000)                            99%

Whitewater Woods Limited
Partnership                                  184,000              (52,000)                            99%

Willcox Investment Group, an
Arizona Limited Partnership                  134,000              (27,000)                            99%
                                         -----------           ----------

                                         $ 3,251,000           $ (644,000)
                                         ===========           ==========



</TABLE>



                                       11
<PAGE>



Item 3. Legal Proceedings

NONE.

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

NONE.

PART II.

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

Item 5a.

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

(b)  At March 31,  2004,  there were 552 Limited  Partners  and 10  assignees of
     Units who were not admitted as Limited Partners.

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

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

(e)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2004.

Item 5b. Use of Proceeds

NOT APPLICABLE

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

NONE





                                       12
<PAGE>



Item 6.  Selected Financial Data

Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>
                                                    March 31
                         ---------------------------------------------------------------

                            2004         2003         2002         2001         2000
                         -----------  -----------  -----------  -----------  -----------

<S>                    <C>          <C>          <C>          <C>          <C>
ASSETS
Cash and cash
   equivalents         $    101,711 $    113,943 $    127,554 $    136,626 $    150,827
Investments in
   limited
   partnerships, net              -      308,868      418,246      622,522    1,049,680
                         -----------  -----------  -----------  -----------  -----------

                       $    101,711 $    422,811 $    545,800 $    759,148 $  1,200,507
                         ===========  ===========  ===========  ===========  ===========

LIABILITIES
Accrued fees and
   expenses due to
   general partner
   and affiliates      $  1,758,534 $  1,613,741 $  1,473,564 $  1,335,561 $  1,194,613

PARTNERS' (DEFICIT)
   EQUITY                (1,656,823)  (1,190,930)    (927,764)    (576,413)       5,894
                         -----------  -----------  -----------  -----------  -----------

                       $    101,711 $    422,811 $    545,800 $    759,148 $  1,200,507
                         ===========  ===========  ===========  ===========  ===========
</TABLE>



                                       13
<PAGE>

<TABLE>
<CAPTION>

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

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

                             2004         2003         2002         2001         2000
                          -----------  -----------  -----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>          <C>
Loss from operations
(Note 1)                $   (426,672)$   (167,722)$   (163,302)$   (180,074)$   (190,926)
Equity in loss from
   limited
   partnerships              (39,221)     (95,444)    (188,049)    (402,233)    (384,579)
                          -----------  -----------  -----------   -----------  ----------

Net loss                $   (465,893)$   (263,166)$   (351,351)$   (582,307)$   (575,505)
                          ===========  ===========  ===========   ==========   ==========
Net loss allocated to:
   General partner      $     (4,659)$     (2,632)$     (3,514)$     (5,823)$     (5,755)
                          ===========  ===========  ===========   ==========   ==========
   Limited partners     $   (461,234)$   (260,534)$   (347,837)$   (576,484)$   (569,750)
                          ===========  ===========  ===========   ==========   ==========

Net loss per limited
   partner unit         $     (65.89)$     (37.22)$     (49.69)$     (82.35)$     (81.39)
                          ===========  ===========  ===========   ==========   ==========
  Outstanding
   weighted limited
   partner units               7,000        7,000        7,000        7,000        7,000
                          ===========  ===========  ===========   ==========   ==========
</TABLE>
Note 1 - Loss from  operations  for the year  ended  March 31,  2004  includes a
charge for impairment losses on investments in limited partnerships of $256,646.
(See Note 2 to the audited financial statements.)
<TABLE>
<CAPTION>
                                               For the Years Ended
                                                     March 31
                          ---------------------------------------------------------------

                             2004         2003         2002         2001         2000
                          -----------  -----------  -----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>          <C>
Net cash provided by
  (used in):
Operating
  ctivities             $    (13,650)$    (15,961)  $  (16,958)  $  (17,774)  $  (30,165)
Investing
  activities                   1,418        2,350        7,886        3,573        5,334
                          -----------  -----------  -----------   ----------   ----------
Net change in cash
  and cash equivalents       (12,232)     (13,611)      (9,072)     (14,201)     (24,831)

Cash and cash
  equivalents,
  beginning of period        113,943      127,554      136,626      150,827      175,658
                          -----------  -----------  -----------   ----------   ----------
Cash and cash
  equivalents, end of
  period                $    101,711 $    113,943   $  127,554   $  136,626   $  150,827
                          ===========  ===========  ===========   ==========   ==========
</TABLE>
<TABLE>
<CAPTION>
Low Income Housing Credits per Unit were as follows for the years ended December 31:

                             2003         2002          2001             2000              1999
                          -----------  -----------   ------------   ---------------    ------------
<S>                     <C>          <C>           <C>            <C>                <C>
Federal                 $         10 $         21  $          54  $            120   $          145
State                              -            -              -                 -                -
                          -----------  -----------   ------------   ---------------    -------------

Total                   $         10 $         21  $          54  $            120   $          145
                          ===========  ===========   ============   ===============    =============
</TABLE>
Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operation

Forward Looking Statements

With  the  exception  of  the  discussion  regarding   historical   information,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and other  discussions  elsewhere in this Form 10-K contain forward

                                       14
<PAGE>

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

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

Critical Accounting Policies and Certain Risks and Uncertainties

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

Use of Estimates

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

Method of Accounting For Investments in Limited Partnerships

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

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

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

                                       15

<PAGE>



Income Taxes

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

Certain Risks and Uncertainties

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

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

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

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

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


                                       16
<PAGE>

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

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

Anticipated  future and  existing  cash  resources  are not  sufficient  to meet
existing   contractual  cash  obligations.   Substantially  all  of  the  future
contractual  cash  obligations  of the  Partnership  are  payable to the General
Partner.  Though a substantial portion of the amounts contractually obligated to
the  General  Partner  are  contractually  currently  payable,  the  Partnership
anticipates  that the  General  Partner  will not  require  the payment of these
contractual  obligations  until  capital  reserves  are in excess of the  future
foreseeable  working  capital  requirements  of the  Partnership.  However,  the
Partnership is  contractually  required to pay these  obligations to the General
Partner and/or affiliates on a current basis. The Partnership would be adversely
affected should the General Partner and/or  affiliates demand current payment of
these  contractual  obligations  and or suspend  services  for this or any other
reason.

Financial Condition

The  Partnership's  assets at March 31, 2004 consisted  primarily of $102,000 in
cash. Liabilities at March 31, 2004 primarily consisted of $1,759,000 of accrued
annual management fees due to the General Partner.

Results of Operations

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

Year  Ended  March  31,  2003  Compared  to  Year  Ended  March  31,  2002.  The
Partnership's  net  loss for the  year  ended  March  31,  2003 was  $(263,000),
reflecting  a decrease  of $88,000  from the net loss  experienced  for the year
ended March 31, 2002.  The decrease in net loss is primarily due to the decrease
in the equity in losses from limited  partnerships which decreased by $93,000 to
$(95,000) for the year ended March 31, 2003 from  $(188,000)  for the year ended
March 31, 2002.  This decrease was a result of the  Partnership  not recognizing
certain losses of the Local Limited Partnerships.  The investments in such Local
Limited  Partnerships had reached $0 at March 31, 2003. Since the  Partnership's
liability  with  respect  to its  investments  is  limited,  losses in excess of
investment are not recognized.

Liquidity and Capital Resources

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

Year Ended March 31, 2003  Compared to Year Ended March 31, 2002.  Net cash used
during the year ended  March 31, 2003 was  $(14,000),  compared to net cash used
for the year ended March 31, 2002 of $(9,000). The decrease in cash used was due
primarily to a decrease in distributions from limited partnerships.

During the years ended March 31, 2004, 2003 and 2002,  accrued  payables,  which
consist  primarily of related party  management fees due to the General Partner,
increased by $ 145,000, $140,000 and $138,000, respectively. The General Partner
does not  anticipate  that  these  accrued  fees will be paid until such time as
capital   reserves  are  in  excess  of  future   foreseeable   working  capital
requirements of the Partnership.

The Partnership  expects its future cash flows,  together with its net available

                                      17
<PAGE>
assets at March 31, 2004, to be  sufficient  to meet all  currently  foreseeable
future cash  requirements.  This  excludes  amounts  owed to  Associates  by the
Partnership disclosed below.
<TABLE>
<CAPTION>

Future Contractual Cash Obligations

The following table summarizes our future contractual cash obligations as of March 31, 2004:

                                       2005        2006        2007       2008       2009      Thereafter    Total

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

<S>                               <C>          <C>         <C>        <C>        <C>         <C>         <C>
Asset Management Fees (1)         $  1,903,436 $  144,902  $  144,902 $  144,902 $  144,902  $ 5,361,374 $  7,844,358
Capital Contributions Payable to
   Lower Tier Partnerships                   -          -           -          -          -            -            -
                                    -----------  ---------   ---------  ---------  ---------   ----------  -----------
Total contractual cash
obligations                       $  1,903,436 $  144,902  $  144,902 $  144,902 $  144,902  $ 5,361,374 $  7,844,358
                                    ===========  =========   =========  =========  =========   ==========  ===========

</TABLE>
(1)  Asset  Management  Fees  are  payable  annually  until  termination  of the
     Partnership, which is to occur no later than 2045. The estimate of the fees
     payable included herein assumes the retention of the Partnership's interest
     in all Housing Complexes until 2045.  Amounts due to the General Partner as
     of March 31,  2004 have  been  included  in the 2005  column.  The  General
     Partner does not anticipate that these fees will be paid until such time as
     capital  reserves are in excess of the future  foreseeable  working capital
     requirements of the Partnership.

For   additional   information  on  our  Asset   Management   Fees  and  Capital
Contributions  Payable  to Lower  Tier  Partnerships,  see  Notes 2 and 3 to the
financial statements included elsewhere herein.

Off-Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements.

Exit Strategy

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

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

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

Impact of New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46 ("FIN46"), "Consolidation
of  Variable  Interest  Entities."  FIN 46  provides  guidance on when a company
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.

In  December  2003,  the FASB issued a revision of FIN 46 ("FIN 46R") to clarify
some of its provisions.  The revision results in multiple  effective dates based
on the  nature  as well as the  creation  date of the VIE.  VIEs  created  after
January 31,  2003,  but prior to January 1, 2004,  may be  accounted  for either
based on the original interpretations or the revised  interpretations.  However,
all VIEs must be accounted for under the revised interpretations as of March 31,
2004, when FIN 46R is effective for the Partnership.


                                       18
<PAGE>

This  Interpretation  would require  consolidation by the Partnership of certain
Local Limited  Partnerships' assets and liabilities and results of operations if
the Partnership determined that the Local Limited Partnership was a VIE and that
the  Partnership  was  the  "Primary  Beneficiary."  Minority  interests  may be
recorded for the Local Limited  Partnerships'  ownership  share  attributable to
other Limited Partners. Where consolidation of Local Limited Partnerships is not
required,   additional  financial  information   disclosures  of  Local  Limited
Partnerships  may be  required.  The  Partnership  has  assessed  the  potential
consolidation effects of the Interpretation and preliminarily concluded that the
adoption of the Interpretation  will not have a material impact on the financial
statements of the Partnership.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data





                                       19
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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


     We have audited the  accompanying  balance  sheet of WNC Housing Tax Credit
Fund II, L.P. (a California Limited Partnership) (the "Partnership") as of March
31, 2004 and the related  statements of  operations,  partners'  equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these  financial  statements  based on our audit.  A significant  portion of the
financial  statements of the limited  partnerships in which the Partnership is a
limited partner were audited by other auditors whose reports have been furnished
to us. As  discussed  in Note 2 to the  financial  statements,  the  Partnership
accounts for its  investments in limited  partnerships  using the equity method.
The portion of the Partnership's  investment in limited  partnerships audited by
other auditors  represented  $29,000 of the  Partnership's net loss for the year
ended March 31, 2004. Our opinion, insofar as it relates to the amounts included
in the financial  statements for the limited  partnerships which were audited by
others, is based solely on the reports of the other auditors.

     We  conducted  our audit 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.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit and the  reports  of other  auditors  provide a  reasonable  basis for our
opinion.

     In our opinion,  based on our audit and the reports of the other  auditors,
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, 2004,  and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
accounting principles generally accepted in the United States of America.

     The  Partnership   currently  has  insufficient  working  capital  to  fund
obligations  to an  affiliate  of  the  General  Partner  for  asset  management
services.  As discussed in Note 1 to the financial  statements,  the Partnership
would be adversely affected,  should the affiliate of the General Partner, WNC &
Associates,  Inc.,  demand current payment of existing  contractual  obligations
and/or suspend services for this or any other reason.


/s/ Reznick Fedder & Silverman

Bethesda, Maryland
June 8, 2004



                                       20
<PAGE>





             Report of Independent Registered Public Accounting Firm


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


We have audited the  accompanying  balance  sheet of WNC Housing Tax Credit Fund
II, L.P. (a California Limited  Partnership) (the "Partnership") as of March 31,
2003, and the related  statements of operations,  partners' equity (deficit) and
cash  flows  for the  years  ended  March 31,  2003 and  2002.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.  A significant  portion of the  financial  statements of the limited
partnerships in which the Partnership is a limited partner were audited by other
auditors  whose reports have been furnished to us. As discussed in Note 2 to the
financial  statements,  the Partnership  accounts for its investments in limited
partnerships   using  the  equity  method.  The  portion  of  the  Partnership's
investment in limited  partnerships audited by other auditors represented 60% of
the total  assets of the  Partnership  at March 31,  2003 and 68% and 77% of the
Partnership's equity in losses of limited partnerships for the years ended March
31,  2003 and 2002,  respectively.  Our  opinion,  insofar  as it relates to the
amounts included in the financial  statements for the limited partnerships which
were audited by others, is based solely on the reports of the other auditors.

We conducted  our audits in  accordance  with  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.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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 and the reports of
the other auditors provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of WNC  Housing Tax Credit Fund II, L.P. (A  California
Limited Partnership) as of March 31, 2003, and the results of its operations and
its cash flows for the years ended March 31, 2003 and 2002, in  conformity  with
accounting principles generally accepted in the United States of America.




                                             /s/ BDO SEIDMAN, LLP

Costa Mesa, California
April 23, 2003



                                       21
<PAGE>


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

                                 BALANCE SHEETS



<TABLE>
<CAPTION>

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

                                                                     2004             2003
                                                                 --------------   -------------

<S>                                                            <C>              <C>
ASSETS

Cash and cash equivalents                                      $       101,711  $      113,943
Investments in limited partnerships, net (Notes 2 and 3)                     -         308,868
                                                                 --------------   -------------

                                                               $       101,711  $      422,811
                                                                 ==============   =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
   Accrued fees and expenses due to General Partner and
     affiliates (Note 3)                                       $     1,758,534  $    1,613,741
                                                                 --------------   -------------

Commitments and contingencies

Partners' deficit:
    General partner                                                    (76,111)        (71,452)
    Limited partners (12,000 units authorized; 7,000 units
     issued and outstanding)                                        (1,580,712)     (1,119,478)
                                                                 --------------   -------------

      Total partners' deficit                                       (1,656,823)     (1,190,930)
                                                                 --------------   -------------

                                                               $       101,711  $      422,811
                                                                 ==============   =============
</TABLE>

                 See accompanying notes to financial statements

                                       22


<PAGE>


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

                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                          For the Years Ended
                                                               March 31
                                           ------------------------------------------------

                                               2004              2003             2002
                                           --------------    -------------    -------------

<S>                                      <C>               <C>              <C>
Interest income                          $           534   $        1,393   $        3,192
Distribution income                               15,589           11,110           12,032
                                           -------------    -------------     --------------

    Total income                                  16,123           12,503           15,224
                                           --------------    -------------    -------------

Operating expenses:
   Amortization (Notes 2 and 3)                   11,583           11,584            8,341
   Asset management fees (Note 3)                144,902          144,902          144,902
   Impairment loss (Note 2)                      256,646                -                -
   Other                                          29,664           23,739           25,283
                                           --------------    -------------    -------------

    Total operating expenses                     442,795          180,225          178,526
                                           --------------    -------------    -------------

Loss from operations                            (426,672)        (167,722)        (163,302)

Equity in losses of limited
  partnerships (Note 2)                          (39,221)         (95,444)        (188,049)
                                           --------------    -------------    -------------

Net loss                                 $      (465,893) $      (263,166) $      (351,351)
                                           ==============    =============    =============

Net loss allocated to:
   General partner                       $        (4,659) $        (2,632) $        (3,514)
                                           ==============    =============    =============

   Limited partners                      $      (461,234) $      (260,534) $      (347,837)
                                           ==============    =============    =============

Net loss per limited partnership unit    $        (65.89) $        (37.22) $        (49.69)
                                           ==============    =============    =============

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

                 See accompanying notes to financial statements


                                       23
<PAGE>


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

                         STATEMENTS OF PARTNERS' DEFICIT

                For The Years Ended March 31, 2004, 2003 and 2002
<TABLE>
<CAPTION>



                                                               General             Limited
                                                               Partner             Partners            Total
                                                            ---------------     ---------------    ---------------

<S>                                                       <C>              <C>                 <C>
Partners' deficit at March 31, 2001                       $        (65,306)$          (511,107)$         (576,413)

Net loss                                                            (3,514)           (347,837)          (351,351)
                                                            ---------------     ---------------    ---------------

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

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

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

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

Partners' deficit at March 31, 2004                       $        (76,111)         (1,580,712)        (1,656,823)
                                                            ===============     ===============    ===============
</TABLE>

                 See accompanying notes to financial statements

                                       24


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002
<TABLE>
<CAPTION>

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

                                                   2004             2003              2002
                                               -------------    --------------    -------------

<S>                                          <C>            <C>               <C>
Cash flows from operating activities:
   Net loss                                  $     (465,893)$        (263,166)$       (351,351)
   Adjustments to reconcile net loss to
     net cash used in operating
activities:
     Amortization                                    11,583            11,584            8,341
     Equity in losses of limited
       partnerships                                  39,221            95,444          188,049
       Impairment loss                              256,646                 -                -
     Increase in accrued fees and
       expenses due to general partner
       and affiliates                               144,793           140,177          138,003
                                               -------------    --------------    -------------

Net cash used in operating activities               (13,650)          (15,961)         (16,958)
                                               -------------    --------------    -------------

Cash flows from investing activities:
   Distributions from limited
     partnerships                                     1,418             2,350            7,886
                                               -------------    --------------    -------------

Net decrease in cash and
  cash equivalents                                  (12,232)          (13,611)          (9,072)

Cash and cash equivalents, beginning of
   period                                           113,943           127,554          136,626
                                               -------------    --------------    -------------

Cash and cash equivalents, end of period     $      101,711   $       113,943   $      127,554
                                               =============    ==============    =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

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

                 See accompanying notes to financial statements

                                       25
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002


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

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

WNC Housing Tax Credit Fund II,  L.P.,  a California  Limited  Partnership  (the
"Partnership"),  was formed on January  19,  1990 under the laws of the State of
California.  The  Partnership  was formed to invest  primarily in other  limited
partnerships   (the  "Local  Limited   Partnerships")   which  own  and  operate
multifamily  housing  complexes (the "Housing  Complexes") that are eligible for
low income housing tax credits.  The local general  partners (the "Local General
Partners")  of  each  Local  Limited   Partnership  retain   responsibility  for
maintaining, operating and managing the Housing Complex.

The general partner is WNC Financial Group, L.P., a California  partnership (the
"General Partner") of the Partnership.  The chairman and president of Associates
own substantially  all of the outstanding  stock of Associates.  The business of
the Partnership is conducted  primarily through  Associates,  as the Partnership
has no employees of its own.

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

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

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

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

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

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

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


                                       26
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002


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

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

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

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

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

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient to meet existing  contractual cash obligations.  Substantially all of
the future  contractual  cash  obligations of the Partnership are payable to the
General  Partner.  Though a  substantial  portion of the  amounts  contractually
obligated  to the  General  Partner are  contractually  currently  payable,  the
Partnership anticipates that the General Partner will not require the payment of
these contractual obligations until capital reserves are in excess of the future
foreseeable  working  capital  requirements  of the  Partnership.  However,  the
Partnership is  contractually  required to pay these  obligations to the General
Partner  and/or its  affiliates on a current  basis.  The  Partnership  would be
adversely  affected  should the General  Partner  and/or its  affiliates  demand
current payment of these  contractual  obligations  and or suspend  services for
this or any other reason.

                                       27
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002


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

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

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




                                       28
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002



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

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

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

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

Equity in losses of limited  partnerships for each year ended March 31 have been
recorded by the Partnership based on nine months of reported results provided by
the Local  Limited  Partnerships  for each year ended  December  31 and on three
months of results  estimated  by  management  of the  Partnership.  Management's
estimate for the three-month  period is based on either actual unaudited results
reported  by  the  Local  Limited  Partnerships  or  historical  trends  in  the
operations  of the Local Limited  Partnerships.  Equity in losses from the Local
Limited  Partnerships  allocated to the  Partnership  are not  recognized to the
extent that the investment  balance would be adjusted below zero. As soon as the
investment balance reaches zero,  amortization of the related costs of acquiring
the investment are  accelerated to the extent of losses  available (see Note 3).
If the Local  Limited  Partnerships  report  net  income in  future  years,  the
Partnership  will resume applying the equity method only after its share of such
net income  equals the share of net losses not  recognized  during the period(s)
the equity method was suspended.


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

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

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

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

Concentration of Credit Risk
----------------------------

At March 31,  2004,  the  Partnership  maintained  a cash balance at a financial
institution in excess of the federally insured maximum.


                                       29
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002



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

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

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

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

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

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

In January 2003, the FASB issued Interpretation No. 46 ("FIN46"), "Consolidation
of  Variable  Interest  Entities."  FIN 46  provides  guidance on when a company
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.

In  December  2003,  the FASB issued a revision of FIN 46 ("FIN 46R") to clarify
some of its provisions.  The revision results in multiple  effective dates based
on the  nature  as well as the  creation  date of the VIE.  VIEs  created  after
January 31,  2003,  but prior to January 1, 2004,  may be  accounted  for either
based on the original interpretations or the revised  interpretations.  However,
all VIEs must be accounted for under the revised interpretations as of March 31,
2004, when FIN 46R is effective for the Partnership.

This  Interpretation  would require  consolidation by the Partnership of certain
Local Limited  Partnerships' assets and liabilities and results of operations if
the Partnership determined that the Local Limited Partnership was a VIE and that
the  Partnership  was  the  "Primary  Beneficiary."  Minority  interests  may be
recorded for the Local Limited  Partnerships'  ownership  share  attributable to
other Limited Partners. Where consolidation of Local Limited Partnerships is not
required,   additional  financial  information   disclosures  of  Local  Limited
Partnerships  may be  required.  The  Partnership  has  assessed  the  potential
consolidation effects of the Interpretation and preliminarily concluded that the
adoption of the Interpretation  will not have a material impact on the financial
statements of the Partnership.

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

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


                                       30
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002



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

As discussed in Note 1, the Partnership  accounts for its investments in limited
partnerships using the equity method of accounting. The Partnership's investment
in Local Limited  Partnerships  as shown in the balance sheets at March 31, 2004
and 2003 are  approximately,  $2,760,000 and $2,422,000,  respectively,  greater
than the Partnership's equity at the preceding December 31 as shown in the Local
Limited  Partnerships'  combined  financial  statements  presented  below.  This
difference  is  primarily  due  to  unrecorded   losses,   as  discussed  below,
acquisition,  selection  and  other  costs  related  to the  acquisition  of the
investments which have been capitalized in the Partnership's investment account,
impairment  losses  recorded  in the  Partnership's  investment  account  and to
capital  contributions  payable to the  limited  partnerships  which were netted
against partner capital in the Local Limited Partnership's financial statements.
The  Partnership's  investment  is also lower than the  Partnership's  equity as
shown in the Local Limited  Partnership's  combined financial  statements due to
the  estimated  losses  recorded by the  Partnership  for the three month period
ended March 31.

Equity  in  losses  of the  Local  Limited  Partnerships  is  recognized  in the
financial  statements until the related  investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. 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.

A loss in value from a Local Limited  Partnership other than a temporary decline
would be recorded as an impairment loss. Impairment is measured by comparing the
investment  carrying  amount to the sum of the total amount of the remaining tax
credits  allocated  to  the  fund  and  the  estimated  residual  value  of  the
investment.   Accordingly,  the  Partnership  recorded  an  impairment  loss  of
$256,646,  $0 and $0 during  the years  ended  March  31,  2004,  2003 and 2002,
respectively.

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

At March 31, 2004 and 2003,  the  investment  accounts in certain  Local Limited
Partnerships  have  reached  a zero  balance.  Consequently,  a  portion  of the
Partnership's  estimate  of its share of losses  for the years  ended  March 31,
2004, 2003 and 2002 amounting to approximately $599,887,  $536,512 and $430,845,
respectively,  have not been  recognized.  As of March 31, 2004,  the  aggregate
share of net losses not recognized by the Partnership amounted to $2,820,609.

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

                                                                     2004             2003              2002
                                                                 --------------   --------------    --------------

<S>                                                            <C>              <C>               <C>
Investments per balance sheet, beginning of period             $       308,868  $       418,246   $       622,522
Equity in losses of limited partnerships                               (39,221)         (95,444)         (188,049)
Impairment loss                                                       (256,646)               -                 -
Distributions received from limited partnerships                        (1,418)          (2,350)           (7,886)
Amortization of paid acquisition fees and costs                        (11,583)         (11,584)           (8,341)
                                                                 --------------   --------------    --------------

Investments per balance sheet, end of period                   $             -  $       308,868   $       418,246
                                                                 ==============   ==============    ==============
</TABLE>


                                       31
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002



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

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

                        COMBINED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                     2003               2002
                                                                                ---------------    ---------------

<S>                                                                           <C>                <C>
ASSETS

Buildings and improvements, net of accumulated
   depreciation as of December 31, 2003 and 2002
   $11,400,000, and $10,502,000,  respectively                                $     18,032,000   $     18,840,000
Land                                                                                 1,354,000          1,354,000
Other assets                                                                         2,173,000          2,123,000
                                                                                ---------------    ---------------

                                                                              $     21,559,000   $     22,317,000
                                                                                ===============    ===============

LIABILITIES

Mortgage loans payable                                                        $     23,092,000   $     23,191,000
Due to related parties                                                                 172,000            184,000
Other liabilities                                                                      420,000            396,000
                                                                                ---------------    ---------------

                                                                                    23,684,000         23,771,000
                                                                                ---------------    ---------------

PARTNERS' CAPITAL (DEFICIT)

WNC Housing Tax Credit Fund II, L.P.                                                (2,760,000)        (2,113,000)
Other partners                                                                         635,000            659,000
                                                                                ---------------    ---------------

                                                                                    (2,125,000)        (1,454,000)
                                                                                ---------------    ---------------

                                                                              $     21,559,000   $     22,317,000
                                                                                ===============    ===============
</TABLE>

                                       32
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002

<TABLE>
<CAPTION>

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

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                                                 2003               2002                2001
                                                            ---------------    ---------------     ---------------

<S>                                                       <C>                <C>                 <C>
Total revenues, including interest and rent
   subsidies                                              $      3,333,000   $      3,189,000    $      3,117,000
                                                            ---------------    ---------------     ---------------

Expenses:
   Operating expenses                                            2,437,000          2,340,000           2,223,000
   Interest expense                                                642,000            651,000             679,000
   Depreciation and amortization                                   898,000            834,000             836,000
                                                            ---------------    ---------------     ---------------

         Total expenses                                          3,977,000          3,825,000           3,738,000
                                                            ---------------    ---------------     ---------------

Net loss                                                  $       (644,000) $        (636,000)   $       (621,000)
                                                            ===============    ===============     ===============

Net loss allocable to the Partnership                     $       (638,000) $        (630,000)   $       (615,000)
                                                            ===============    ===============     ===============

Net loss recorded by the Partnership                      $        (39,000) $         (95,000)   $       (188,000)
                                                            ===============    ===============     ===============
</TABLE>

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

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

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

          Acquisition  fees of up to 9% of the gross  proceeds  from the sale of
          Units as  compensation  for services  rendered in connection  with the
          acquisition of Local Limited  Partnerships.  At the end of all periods
          presented,  the  Partnership  incurred  acquisition  fees of $630,000.
          Accumulated  amortization of these  capitalized costs was $630,000 and
          $573,687  as  of  March  31,  2004  and  2003,  respectively.  Of  the
          accumulated  amortization  recorded on the balance  sheet at March 31,
          2004,  $10,667,  $30,710  and  $42,391  of  the  related  expense  was
          reflected as equity in losses of limited partnerships during the years
          ended  March 31,  2004,  2003 and 2002,  respectively,  to reduce  the
          respective  net  acquisition  fee  component of  investments  in local
          limited  partnerships  to zero for those  Local  Limited  Partnerships
          which would otherwise be below a zero balance.

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


                                       33
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002


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

          An annual  management fee equal to 0.5% of the invested  assets of the
          Local  Limited  Partnerships,  including the  Partnership's  allocable
          share of the mortgages,  for the life of the  Partnership.  Management
          fees of $144,902  were  incurred  during each of the years ended March
          31,  2004,  2003 and 2002,  of which $0,  $5,250 and $5,250  were paid
          during the years ended March 31, 2004, 2003 and 2002, respectively.

          The  Partnership  reimburses the General Partner or its affiliates for
          operating  expenses  incurred in behalf of the Partnership.  Operating
          expense  reimbursements  were  approximately  $30,000  during the year
          ended March 31, 2004.

          A subordinated  disposition  fee in an amount equal to 1% of the sales
          price of any real estate sold.  Payment of this fee is subordinated to
          the limited  partners who receive a 6% preferred return (as defined in
          the Partnership  Agreement) and is payable only if the General Partner
          or its affiliates render services in the sales effort. No such fee was
          incurred in the three year period ending March 31, 2004.
<TABLE>
<CAPTION>
The accrued fees and expenses due to General Partner and affiliates consist of the following at:

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

                                                                             2004               2003
                                                                        ---------------    ---------------

<S>                                                                   <C>                <C>
Advances from WNC                                                     $          1,780   $          1,890

Asset management fee payable                                                 1,756,754          1,611,851
                                                                        ---------------    ---------------

                                                                      $      1,758,534   $      1,613,741
                                                                        ===============    ===============
</TABLE>
The General  Partner does not  anticipate  that these  accrued fees will be paid
until such time as  capital  reserves  are in excess of the  future  foreseeable
working capital requirements of the Partnership.


                                       34
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2004, 2003 and 2002


NOTE 4 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------
<TABLE>
<CAPTION>
The following is a summary of the quarterly operations for the years ended March 31:

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

               2004
               ----

<S>                                   <C>                            <C>                <C>                 <C>
Income                                $          3,000    $          8,000   $          1,000    $          4,000

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

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

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

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

Net Loss per limited partnership
     unit                                           (8)                (10)                (8)                (41)

               2003
               ----

Income                                $          1,000    $          7,000   $              -    $          4,000

Operating expenses                             (45,000)            (51,000)           (42,000)            (42,000)

Equity in losses of limited
     partnerships                               (9,000)            (11,000)            (7,000)            (68,000)

Net loss                                       (53,000)            (55,000)           (48,000)           (107,000)

Net Loss available to limited
     partners                                  (53,000)            (55,000)           (48,000)           (105,000)

Net Loss per limited partnership
     unit                                           (8)                 (8)                (7)                (15)
</TABLE>



                                       35
<PAGE>



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

NOT APPLICABLE

Item 9a. Controls and Procedures

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

Changes  in  internal  controls.  There  were no  changes  in the  Partnership's
internal control over financial reporting that occurred during the quarter ended
March 31, 2004 that materially affected,  or are reasonably likely to materially
affect, the Partnership's internal control over financial reporting.


PART III.

Item 10. Directors and Executive Officers of the Registrant

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

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

Associates is a California corporation which was organized in 1971. Its officers
and significant employees are:
<TABLE>
<CAPTION>
<S>                                   <C>
Wilfred N. Cooper, Sr.                Chairman of the Board
Wilfred N. Cooper, Jr.                President and Chief Executive Officer
David N. Shafer, Esq.                 Executive Vice President and Director of Asset Management
Sylvester P. Garban                   Senior Vice President - Institutional Investments
Thomas J. Riha, CPA                   Senior Vice President - Chief Financial Officer
David C. Turek                        Senior Vice President - Originations
Michael J. Gaber                      Senior Vice President - Acquisitions
Diemmy T. Tran                        Vice President - Portfolio Management
</TABLE>

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

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


                                       36
<PAGE>


Wilfred  N.  Cooper,  Jr.,  age  41,  is  President,  Chief  Executive  Officer,
Secretary,  a Director and a member of the Acquisition  Committee of Associates.
He is President of, and a registered  principal  with, WNC Capital  Corporation,
and is a Director of WNC  Management,  Inc. He has been  involved in real estate
investment  and  acquisition  activities  since 1988 when he joined  Associates.
Previously, he served as a Government Affairs Assistant with Honda North America
in Washington,  D.C. Mr. Cooper is a member of the Editorial  Advisory Boards of
Affordable  Housing  Finance and LIHC Monthly  Report,  a Steering Member of the
----------------------------     --------------------
Housing Credit Group of the National Association of Home Builders,  an Alternate
Director  of  NAHB,  a  member  of the  Advisory  Board  of the New  York  State
Association for Affordable Housing and a member of the Urban Land Institute.  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 51, is Executive Vice President,  a Director,  Director of
Asset Management and a member of the Acquisition Committee of Associates,  and a
Director 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 President of the  California
Council of Affordable Housing, and a member of the State Bar of California.  Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts  degree,  from the New  England  School of Law in 1983 with a
Juris Doctor degree cum laude and from the  University of San Diego in 1986 with
a Master of Law degree in Taxation.

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

Thomas J. Riha, age 48, is Senior Vice President - Chief Financial Officer and a
member of the Acquisition Committee of Associates and 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
Director  of the Task  Force on Housing  Credit  Certification  of the  National
Association  of Home Builders.  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.

David C. Turek,  age 49, is Senior Vice President - Originations  of Associates.
His  experience  with real estate  investments  and finance has continued  since
1976, and he has been employed by Associates since 1996.  Previously,  from 1995
to 1996,  Mr.  Turek served as a  consultant  for a national tax credit  sponsor
where he was  responsible  for on-site  feasibility  studies  and due  diligence
analyses of tax credit properties. From 1992 to 1995 he served as Executive Vice
President for Levcor, Inc., a multi-family development company, and from 1990 to
1992 he served as Vice President for the Paragon Group where he was  responsible
for tax credit development activities.  He is a Director of the National Housing
and Rehabilitation  Association,  the Rural Rental Housing Association of Texas,
and the Alabama Council of Affordable  Rental Housing.  Mr. Turek graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.

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

Diemmy T. Tran, age 38, is Vice President - Portfolio  Management of Associates.
She is responsible for overseeing  portfolio  management and investor  reporting
for all WNC funds, and for monitoring investment returns for all WNC

                                       37
<PAGE>


institutional  funds. Ms. Tran has been involved in real estate asset management
and finance  activities for 12 years.  Prior to joining  Associates in 1998, Ms.
Tran served as senior asset manager for a national Tax Credit  sponsor and as an
asset specialist for the Resolution Trust  Corporation where she was responsible
for the disposition  and management of commercial  loan and REO portfolios.  Ms.
Tran is  licensed  as a  California  real  estate  broker.  She  graduated  from
California  State  University,  Northridge  in 1989 with a  Bachelor  of Science
degree in finance and a minor in real estate.

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

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

     Inapplicable.

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

     Inapplicable.

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

     Neither the Partnership nor Associates has an audit committee.

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

     Inapplicable

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

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


Item 11.  Executive Compensation

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the Partnership is obligated to the General
Partner or Associates for the following fees:

(a)  Annual Asset  Management Fee. An annual asset  management fee accrues in an
     amount  equal to 0.5% of  invested  assets  (the  sum of the  Partnership's
     Investment in Local  Limited  Partnership  Interests and the  Partnership's
     allocable  share of the  amount of the  mortgage  loans on and other  debts
     related   to,  the   Housing   Complexes   owned  by  such  Local   Limited
     Partnerships).  Fees of  $144,902  were  incurred  during each of the years
     ended  March 31,  2004,  2003 and 2002.  The  Partnership  paid the General
     Partner or its  affiliates  $0,  $5,250 and $5,250 of those fees during the
     years ended March 31, 2004, 2003 and 2002, respectively.

(b)  Subordinated  Disposition  Fee. A subordinated  disposition fee in anamount
     equal to 1% of the sale price may be received in  connection  with the sale
     or disposition of a Housing Complex.  Subordinated disposition fees will be
     subordinated  to  the  prior  return  of  the  Limited   Partners'  capital
     contributions  and  payment  of the  Return on  Investment  to the  Limited
     Partners.  "Return  on  Investment"  means an  annual,  cumulative  but not
     compounded,  "return" to the Limited Partners (including Low Income Housing
     Credits) as a class on their adjusted capital contributions  commencing for
     each Limited  Partner on the last day of the calendar  quarter during which
     the Limited Partner's capital  contribution is received by the Partnership,
     calculated at the following  rate; 6% for the balance of the  Partnership's
     term.  No such fee was  incurred in the three year period  ending March 31,
     2004.


                                       38
<PAGE>

(c)  Operating Expenses.  The Partnership  reimbursed the General Partner or its
     affiliates for operating  expenses of  approximately  $30,000,  $22,000 and
     $23,000 during the years ended March 31, 2004, 2003 and 2002, respectively.

(d)  Interest  in  Partnership.   The  General   Partners   receive  1%  of  the
     Partnership's allocated Low Income Housing Credits, which approximated $700
     $1,500 and $4,000 for the General Partners for the tax years ended December
     31, 2003, 2002 and 2001, respectively. The General Partner is also entitled
     to receive a percentage of cash distributions.  There were no distributions
     of cash to the General Partners during the years presented.

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

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

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

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

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

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

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

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

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

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

Item 13.  Certain Relationships and Related Transactions

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


                                       39
<PAGE>



Item 14.  Principal Accountant Fees and Services
<TABLE>
<CAPTION>
The following is a summary of fees paid to the Fund's independent auditors for the years ended March 31:
                                             2004                2003
                                        ---------------     ---------------

<S>                                   <C>                           <C>
Audit Fees                            $         20,725    $         18,570
Audit-related Fees                                   -                   -
Tax Fees                                         1,625               1,500
All Other Fees                                       -                   -
                                        ---------------     ---------------
TOTAL                                 $         22,350    $         20,070
                                        ===============     ===============
</TABLE>
The  Partnership  has no Audit  Committee.  All audit services and any permitted
non-audit services performed by the Fund's independent  auditors are preapproved
by the General Partner.




                                       40
<PAGE>


PART IV.

Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1)    Financial statements included in Part II hereof:
          ------------------------------------------------
          Report of  Independent  Registered  Public  Accounting  Firm - Reznick
            Fedder & Silverman
          Report of Independent Registered Public Accounting Firm - BDO Seidman,
            LLP
          Balance Sheets,  March  31, 2004 and 2003
          Statements of Operations for the years ended March 31, 2004,  2003 and
            2002
          Statements of Partners' Deficit for the years ended March 31, 2004,
            2003 and 2002
          Statements of Cash Flows for the years ended March 31, 2004,  2003 and
            2002
          Notes to Financial Statements

(a)(2)    Financial statement schedules included in Part IV hereof:
          ---------------------------------------------------------
          Report of Independent Registered Public Accounting Firm on Financial
            Statement Schedules - Reznick Fedder & Silverman
          Report of Independent  Registered  Public Accounting Firm on Financial
            Statement Schedules - BDO Seidman, LLP
          Schedule III - Real Estate Owned by Local Limited Partnerships


(b)       Reports on Form 8-K.
          --------------------

          NONE

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

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

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

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

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

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

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

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

                                       41
<PAGE>


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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       42
<PAGE>

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.

99.28     Financial  Statements  of  Ashland,  LP, as of and for the years ended
          December 31, 2002 and 2001 together with independent  auditors' report
          thereon;  filed as exhibit  99.5 on form 10-K dated March 31,  2003; a
          significant subsidiary of the partnership.

99.29     Financial Statements of Casa Alegre, LP, as of and for the years ended
          December 31, 2002 and 2001 together with independent  auditors' report
          thereon;  filed as exhibit  99.6 on form 10-K dated March 31,  2003; a
          significant subsidiary of the partnership.

(d)       Financial  statement  schedules  follow,  as set  forth in  subsection
          ---------------------------------------
          (a)(2) hereof.


                                       43
<PAGE>





      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL
                               STATEMENT SCHEDULES


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


The audit  referred  to in our report  dated June 8, 2004  relating  to the 2004
financial  statements  of WNC Housing  Tax Credit  Fund II,  L.P. (a  California
Limited Partnership) (the "Partnership"),  which are contained in Item 8 of this
Form 10-K,  included the audit of the accompanying  financial statement schedule
"Real Estate Owned by Local Limited Partnerships March 31, 2004." This financial
statement  schedule is the responsibility of the Partnership's  management.  Our
responsibility  is to express an opinion on this  financial  statement  schedule
based upon our audit.

In our opinion, based upon our audit and the reports of the other auditors, such
financial  statement schedule referred to above presents fairly, in all material
respects, the information set forth therein.




/s/ Reznick Fedder & Silverman

Bethesda, Maryland
June 8, 2004




                                       44
<PAGE>



Report of Independent  Registered Public Accounting Firm on Financial  Statement
                                         Schedules




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


The audits referred to in our report dated April 23, 2003,  relating to the 2003
and 2002  financial  statements  of WNC Housing  Tax Credit  Fund II, L.P.  (the
"Partnership"),  which is  contained  in Item 8 of this Form 10-K,  included the
audit of the accompanying financial statement schedules. The financial statement
schedules  are  the   responsibility  of  the  Partnership's   management.   Our
responsibility is to express an opinion on these financial  statement  schedules
based upon our audits.

In our opinion,  such  financial  statement  schedules  present  fairly,  in all
material respects, the financial information set forth therein.



                                             /s/  BDO SEIDMAN, LLP


Costa Mesa, California
April 23, 2003









                                       45
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
<TABLE>
<CAPTION>
                                                -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2004                          As of December 31, 2003
                                                ------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>             <C>          <C>             <C>             <C>          <C>
Airport Road                      Slidell
Associates,                       Louisiana
Limited                                          $    334,000    $   334,000  $  1,433,000    $ 1,858,000     $ 902,000    $ 956,000

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

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

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

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

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

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

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

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


                                       46
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
 <TABLE>
<CAPTION>
                                                -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2004                          As of December 31, 2003
                                                ------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>            <C>           <C>          <C>             <C>          <C>
Castroville                       Castroville,
Village, Ltd.                     Texas               165,000        165,000       925,000      1,150,000       278,000      872,000

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

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

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

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

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

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

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

Jefferson                         Jefferson,
Capital, L.P.                     Texas               167,000        167,000       705,000        963,000       362,000      601,000

</TABLE>


                                       47
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
<TABLE>
<CAPTION>
                                               -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2004                          As of December 31, 2003
                                               -------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>            <C>           <C>             <C>           <C>          <C>
Jefferson                         Jefferson,
Manor, L.P.                       Texas               179,000        179,000       753,000      1,008,000       385,000      623,000

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

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

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

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

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

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

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

Willcox Investment                Willcox,
Group, an Arizona                 Arizona
Limited Partnership                                   245,000        245,000     1,045,000      1,338,000       396,000      942,000
                                                -------------  -------------- ------------   ------------  ------------ ------------

                                                $   4,996,000  $   4,996,000 $  23,092,000   $ 30,786,000  $ 11,400,000 $ 19,386,000
                                                =============  ============== ============   ============  ============ ============

</TABLE>

                                       48
<PAGE>


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

                                             ---------------------------------------------------------------------------------------
                                                                      For the year ended December 31, 2003
                                             ---------------------------------------------------------------------------------------
                                                                                         Year Investment            Estimated Useful
                  Partnership Name            Rental Income     Net Income\(Loss)           Acquired      Status        Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>                       <C>        <C>             <C>
Airport Road
Associates, Limited                               $  180,000         $   (40,000)              1990       Completed        27.5

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

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

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

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

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

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

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

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

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

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

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

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

Elizabeth Square
Associates, Ltd.                                     182,000             (56,000)              1994       Completed        27.5

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


                                       49
<PAGE>


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

                                             ---------------------------------------------------------------------------------------
                                                                      For the year ended December 31, 2003
                                             ---------------------------------------------------------------------------------------
                                                                                         Year Investment            Estimated Useful
                  Partnership Name            Rental Income     Net Income\(Loss)           Acquired      Status        Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>                       <C>        <C>                <C>
Emory Manor, L.P.                                     87,000              (9,000)              1990       Completed          30

Idalou Manor, L.P.                                    89,000             (19,000)              1992       Completed          40

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

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

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

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

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

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

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

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

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

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






                                       50
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                                                -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2003                          As of December 31, 2002
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>             <C>          <C>             <C>             <C>          <C>
Airport Road                      Slidell
Associates,                       Louisiana
Limited                                          $    334,000    $   334,000  $  1,437,000    $ 1,858,000     $ 838,000  $ 1,020,000

Am-Kent                           Amite &
Associates,                       Kentwood,
Ltd.                              Louisiana           232,000        232,000     1,108,000      1,588,000       674,000      941,000

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

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

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

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

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

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

Casa Allegre                      Las Vegas,
Limited Partnership               New Mexico          318,000        318,000     1,357,000      1,930,000       597,000    1,351,000
</TABLE>


                                       51
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                                                -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2003                          As of December 31, 2002
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>            <C>           <C>          <C>             <C>          <C>
Castroville                       Castroville,
Village, Ltd.                     Texas               165,000        165,000       932,000      1,151,000       255,000      896,000

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

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

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

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

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

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

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

Jefferson                         Jefferson,
Capital, L.P.                     Texas               167,000        167,000       707,000        962,000       347,000      615,000

</TABLE>


                                       52
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                                               -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2003                          As of December 31, 2002
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>            <C>           <C>             <C>           <C>          <C>
Jefferson                         Jefferson,
Manor, L.P.                       Texas               179,000        179,000       756,000      1,007,000       369,000      638,000

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

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

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

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

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

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

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

Willcox Investment                Willcox,
Group, an Arizona                 Arizona
Limited Partnership                                   245,000        245,000     1,048,000      1,338,000       396,000      969,000
                                                -------------  -------------- ------------   ------------  ------------ ------------

                                                $   4,996,000  $   4,996,000 $  23,189,000   $ 30,696,000  $ 10,502,000 $ 20,194,000
                                                =============  ============== ============   ============  ============ ============

</TABLE>


                                       53

<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                                             ---------------------------------------------------------------------------------------
                                                                      For the year ended December 31, 2002
                                             ---------------------------------------------------------------------------------------
                                                                                         Year Investment            Estimated Useful
                  Partnership Name            Rental Income     Net Income\(Loss)           Acquired      Status        Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>                       <C>        <C>              <C>
Airport Road
Associates, Limited                               $  165,000         $   (56,000)              1990       Completed        27.5

Am-Kent
Associates, Ltd.                                     147,000             (69,000)              1991       Completed         7.5

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

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

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

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

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

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

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

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

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

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

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

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


</TABLE>

                                       54
<PAGE>


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

                                             ---------------------------------------------------------------------------------------
                                                                      For the year ended December 31, 2002
                                             ---------------------------------------------------------------------------------------
                                                                                         Year Investment            Estimated Useful
                  Partnership Name            Rental Income     Net Income\(Loss)           Acquired      Status        Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>                       <C>        <C>              <C>
Emory Capital, L.P.                                   56,000              (5,000)              1990       Completed        27.5

Emory Manor, L.P.                                     84,000              (9,000)              1990       Completed          30

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

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

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

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

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

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

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

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

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

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

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


                                       55
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>
                                                -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2002                          As of December 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>             <C>          <C>             <C>             <C>          <C>
Airport Road                      Slidell
Associates,                       Louisiana
Limited                                          $    334,000    $   334,000  $  1,441,000    $ 1,858,000     $ 774,000  $ 1,884,000

Am-Kent                           Amite &
Associates,                       Kentwood,
Ltd.                              Louisiana           232,000        232,000     1,111,000      1,588,000       591,000      997,000

Arizona I Limited                 Showlow,
Partnership                       Arizona             320,000        320,000     1,477,000      1,977,000       580,000    1,397,000

Ashland Investment                Ashland,
Group, an Oregon                  Oregon
Limited Partnership                                   300,000        300,000     1,375,000      1,824,000       452,000    1,372,000

Brantley                          Brantley,
Housing, Ltd.                     Alabama             108,000        108,000       570,000        707,000       197,000      510,000

Brian's Village                   Mannford,
Apartments, an                    Oklahoma
Oklahoma
Limited Partnership                                   176,000        176,000       751,000        975,000       384,000      591,000

Candleridge                       Perry,
Apartments of                     Iowa
Perry, L.P.                                            93,000         93,000       587,000        800,000       275,000      525,000

Candleridge                       Runnells,
Apartments of                     Iowa
Runnells, L.P.                                         58,000         58,000       368,000        502,000       173,000      329,000

Casa Allegre                      Las Vegas,
Limited Partnership               New Mexico          318,000        318,000     1,368,000      1,911,000       527,000    1,384,000
</TABLE>

                                       56
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>
                                                -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2002                          As of December 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>            <C>           <C>          <C>             <C>          <C>
Castroville                       Castroville,
Village, Ltd.                     Texas               165,000        165,000       938,000      1,151,000       233,000      918,000

Cherokee                          Rogersville,
Square, L.P.                      Tennessee           202,000        202,000       970,000      1,225,000       485,000      740,000

Divall Midland                    Port
Associates Limited                Washington,
Partnership II                    Wisconsin           234,000        234,000     1,149,000      1,541,000       602,000      939,000

Eclectic                          Eclectic,
Housing, Ltd.                     Alabama              74,000         74,000       406,000        500,000       143,000      357,000

Elizabeth Square                  Raceland,
Associates, Ltd.                  Louisiana           356,000        356,000     1,459,000      2,063,000       708,000    1,355,000

Emory Capital, L.P.               Emory, Texas         85,000         85,000       367,000        486,000       191,000      295,000

Emory Manor, L.P.                 Emory, Texas        128,000        128,000       548,000        742,000       265,000      477,000

Idalou Manor, L.P.                Idalou, Texas       122,000        122,000       615,000        776,000       194,000      582,000

Jefferson                         Jefferson,
Capital, L.P.                     Texas               167,000        167,000       709,000        962,000       331,000      631,000

</TABLE>


                                       57
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
 <TABLE>
<CAPTION>
                                               -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2002                          As of December 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>            <C>           <C>             <C>           <C>          <C>
Jefferson                         Jefferson,
Manor, L.P.                       Texas               179,000        179,000       758,000      1,006,000       352,000      654,000

Lakeview Limited                  Beaver Dam,
Partnership                       Wisconsin           264,000        264,000     1,231,000      1,589,000       448,000    1,141,000

Littlefield                       Littlefield,
Manor, L.P.                       Texas               117,000        117,000       590,000        748,000       188,000      560,000

Perry County                      Uniontown,
Housing, Ltd.                     Alabama              82,000         82,000       436,000        528,000       149,000      379,000

Pine Hill                         Pine Hill,
Housing, Ltd.                     Alabama             105,000        105,000       556,000        685,000       186,000      499,000

Rociada                           Hereford,
Partners Ltd.                     Texas               154,000        154,000       725,000        922,000       262,000      660,000

Wadley                            Wadley,
Housing, Ltd.                     Alabama              76,000         76,000       436,000        528,000       148,000      380,000

Whitewater Woods                  Whitewater,
Limited Partnership               Wisconsin           301,000        301,000     1,287,000      1,692,000       486,000    1,206,000

Willcox Investment                Willcox,
Group, an Arizona                 Arizona
Limited Partnership                                   245,000        245,000     1,052,000      1,338,000       343,000      995,000
                                                -------------  -------------- ------------   ------------  ------------ ------------

                                                $   4,996,000  $   4,996,000 $  23,280,000   $ 30,624,000  $  9,667,000 $ 20,957,000
                                                =============  ============== ============   ============  ============ ============

</TABLE>


                                       58
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>
                                             ---------------------------------------------------------------------------------------
                                                                      For the year ended December 31, 2001
                                             ---------------------------------------------------------------------------------------
                                                                                         Year Investment            Estimated Useful
                  Partnership Name            Rental Income     Net Income\(Loss)           Acquired      Status        Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>                       <C>        <C>              <C>
Airport Road
Associates, Limited                               $  166,000         $   (65,000)              1990       Completed        27.5

Am-Kent
Associates, Ltd.                                     137,000             (73,000)              1991       Completed        27.5

Arizona I
Limited Partnership                                  165,000             (24,000)              1990       Completed          35

Ashland Investment Group,
an Oregon Limited Partnership.                       159,000              (7,000)              1990       Completed          50

Brantley Housing, Ltd.                                63,000              (4,000)              1992       Completed          40

Brian's Village Apartments,
an Oklahoma Limited Partnership.                     110,000             (24,000)              1990       Completed          30

Candleridge Apartments
of Perry, L.P.                                       124,000             (14,000)              1992       Completed        27.5

Candleridge Apartments
of Runnells, L.P.                                     90,000             (13,000)              1992       Completed        27.5

Casa Allegre
Limited Partnership                                  171,000             (15,000)              1990       Completed          40

Castroville Village, Ltd.                            162,000             (45,000)              1991       Completed          50

Cherokee Square, L.P.                                 89,000             (25,000)              1990       Completed          50

Divall Midland Associates
Limited Partnership II                               129,000             (41,000)              1990       Completed        27.5

Eclectic Housing, Ltd.                                48,000              (2,000)              1992       Completed          40

Elizabeth Square
Associates, Ltd.                                     170,000             (61,000)              1994       Completed        27.5

Emory Capital, L.P.                                   57,000              (5,000)              1990       Completed        27.5

</TABLE>


                                       59
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>

                                             ---------------------------------------------------------------------------------------
                                                                      For the year ended December 31, 2001
                                             ---------------------------------------------------------------------------------------
                                                                                         Year Investment            Estimated Useful
                  Partnership Name            Rental Income     Net Income\(Loss)           Acquired      Status        Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>                       <C>        <C>              <C>
Emory Manor, L.P.                                     81,000             (13,000)              1990       Completed          30

Idalou Manor, L.P.                                    83,000             (16,000)              1992       Completed          40

Jefferson Capital, L.P.                               97,000              (2,000)              1990       Completed          50

Jefferson Manor, L.P.                                 98,000              (9,000)              1990       Completed          50

Lakeview Limited Partnership                         152,000             (28,000)              1991       Completed          35

Littlefield Manor, L.P.                               79,000             (12,000)              1991       Completed          40

Perry County Housing, Ltd.                            45,000             (11,000)              1992       Completed          40

Pine Hill Housing, Ltd.                               59,000             (10,000)              1992       Completed          40

Rociada Partners Ltd.                                139,000             (28,000)              1990       Completed          40

Wadley Housing, Ltd.                                  42,000             (18,000)              1992       Completed          40

Whitewater Woods
Limited Partnership                                  172,000             (35,000)              1991       Completed          35

Willcox Investment Group,
an Arizona Limited Partnership                       116,000             (21,000)              1990       Completed          50
                                                  ----------          ----------
                                                  $3,003,000           $(621,000)
                                                  ==========          ==========
</TABLE>


                                       60
<PAGE>


                                   SIGNATURES


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

WNC HOUSING TAX CREDIT FUND II, L.P.

By:      WNC & Associates, Inc.,
         General Partner



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

Date: July 14, 2004

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



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

Date: July 14, 2004



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

Date: July 14, 2004



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

Date: July 14, 2004



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

Date: July 14, 2004


                                       61