FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(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, 2003

                                       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.

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


              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

                                 (714) 662-5565

           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

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

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|


<PAGE>


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 in
other  limited  partnerships  or limited  liability  companies  ("Local  Limited
Partnerships")  which own  multifamily  housing  complexes that are eligible for
low-income housing federal and, in certain cases,  California income 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 own  substantially  all of the
outstanding  stock of Associates.  The business of the  Partnership is conducted
primarily through Associates, as the Partnership has no employees of its own.

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission,  on April 27, 1990, the  Partnership  commenced a public offering of
12,000 units of Limited Partnership  Interest ("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."

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 will own and operate a  multi-family
housing complex (the "Housing  Complexes") which will qualify for the Low Income
Housing Credit.  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 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, 2003, the Partnership had invested in twenty-seven Local Limited
Partnerships.  Each of these Local Limited  Partnerships  owns a Housing Complex
that is 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  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 profit. Accordingly,  the Partnership may be unable to distribute
any cash to its investors.  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  investors  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.

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

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.


                                       4
<PAGE>

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  investors  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 investors'  return wherever
possible and,  ultimately,  to wind down those funds that no longer  provide tax
benefits  to  investors.  To date no  properties  in the  Partnership  have been
selected.

Item 2.  Properties

Through its investments in Local Limited  Partnerships,  the  Partnership  holds
limited  partnership  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, 2003                       As of December 31, 2002
                                                  ---------------------------------- -----------------------------------------------
                                                      Partnership's                                  Estimated Low      Encumbrances
                                                     Total Investment    Amount of                        Income          of Local
                                   General Partner   in Local Limited    Investment  Number of            Housing          Limited
Partnership Name     Location          Name             Partnerships    Paid to Date   Units  Occupancy  Credits        Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>           <C>                   <C>             <C>            <C>      <C>     <C>             <C>
Airport Road                       Clifford E. Olsen,
Associates,          Slidell,      Olsen Securities
Limited              Louisiana     Corporation           $  334,000      $  334,000     40        88%    $   695,000    $  1,437,000

Am-Kent              Amite &
Associates,          Kentwood,     Olsen Securities
Ltd.                 Louisiana     Corporation             232,000          232,000     32        96%        585,000       1,108,000

Arizona I                          Western States Housing
Limited              Showlow,      Corporation and Joe W.
Partnership          Arizona       Roberts Company          320,000         320,000     42        67%        617,000       1,473,000

Ashland Investment
Group, an Oregon     Ashland,      Ronald D.
Limited Partnership  Oregon        Bettencourt             300,000          300,000     40        97%        666,000       1,370,000

Brantley                           Thomas H. Cooksey and
Housing,             Brantley,     Apartment Developers,
Ltd.                 Alabama       Inc.                     108,000         108,000     19        95%        287,000         568,000

Brian's Village                    Robert W. Green
Apartments, an                     and Emerald
Oklahoma Limited     Mannford,     Development
Partnership.         Oklahoma      Co., Inc.                176,000         176,000     28       100%        374,000         749,000

Candleridge
Apartments of        Perry,        Eric A
Perry,L.P.           Iowa          Sheldahl                  93,000          93,000     23       100%        224,000         584,000

Candleridge
Apartments of        Runnells,     Eric A.
Runnells, L.P.       Iowa          Sheldahl                  58,000          58,000     15       100%        141,000         365,000
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                  ---------------------------------- -----------------------------------------------
                                                        As of March 31, 2003                       As of December 31, 2002
                                                  ---------------------------------- -----------------------------------------------
                                                      Partnership's                                  Estimated Low      Encumbrances
                                                     Total Investment    Amount of                        Income          of Local
                                   General Partner   in Local Limited    Investment  Number of            Housing          Limited
Partnership Name     Location          Name             Partnerships    Paid to Date   Units  Occupancy  Credits        Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>            <C>                     <C>             <C>         <C>      <C>         <C>           <C>
Casa                                Western States
Allegre              Las Vegas,     Housing Corporation,
Limited              New            ABO Corporation and
Partnership          Mexico         Alan D. Nofsker         318,000         318,000     42       100%        635,000       1,357,000

Castroville          Castroville,   Doublekaye Corp and
Village,Ltd.         Texas          Gary L. Kersch          165,000         165,000     40        93%        426,000         932,000

Cherokee             Rogersville,   Douglas B. Parker and
Square, L.P.         Tennessee      Billy D. Cobb           202,000         202,000     31        97%        418,000         967,000

Divall Midland
Associates           Port
Limited              Washington,    Gary J.
Partnership II       Wisconsin      DiVall                  234,000         234,000     32        94%        489,000       1,146,000

Eclectic                            Thomas H. Cooksey and
Housing,             Eclectic,      Apartment Developers,
Ltd.                 Alabama        Inc.                     74,000          74,000     15       100%        216,000         402,000

Elizabeth Square     Raceland,      Olsen Securities
Associates, Ltd.     Louisiana      Corp.                   356,000         356,000     48        97%        748,000       1,452,000

Emory                Emory,         1600 Capital
Capital, L.P.        Texas          Company, Inc.            85,000          85,000     16        88%        175,000         366,000

Emory Manor,         Emory,         1600 Capital
L.P.                 Texas          Company, Inc.           128,000         128,000     24       100%        206,000         547,000

Idalou               Idalou,        1600 Capital
Manor, L.P.          Texas          Company, Inc.           122,000         122,000     24       100%        290,000         613,000

Jefferson            Jefferson,     1600 Capital
Capital, L.P.        Texas          Company, Inc.           167,000         167,000     30        93%        269,000         707,000


</TABLE>


                                        7

<PAGE>
<TABLE>
<CAPTION>

                                                  ---------------------------------- -----------------------------------------------
                                                        As of March 31, 2003                       As of December 31, 2002
                                                  ---------------------------------- -----------------------------------------------
                                                      Partnership's                                  Estimated Low      Encumbrances
                                                     Total Investment    Amount of                        Income          of Local
                                   General Partner   in Local Limited    Investment  Number of            Housing          Limited
Partnership Name     Location          Name             Partnerships    Paid to Date   Units  Occupancy  Credits        Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>            <C>                 <C>            <C>             <C>        <C>  <C>              <C>
Jefferson            Jefferson,     1600 Capital
Manor, L.P.          Texas          Company, Inc.           179,000         179,000     32        97%        362,000         756,000

                                    Thomas G. Larson,
Lakeview             Beaver         William H. Larson,
Limited              Dam,           and Raymond L.
Partnership          Wisconsin      Tetzlaff                264,000         264,000     40        95%        528,000       1,227,000

Littlefield          Littlefield,   1600 Capital
Manor, L.P.          Texas          Company, Inc.           118,000         118,000     24        96%        280,000         588,000

Perry County                        Thomas H. Cooksey
Housing,             Uniontown,     and Apartment
Ltd.                 Alabama        Developers,Inc.          82,000          82,000     15        93%        215,000         434,000

Pine Hill                           Thomas H. Cooksey
Housing,             Pine Hill,     and Apartment
Ltd.                 Alabama        Developers, Inc.        105,000         105,000     19        95%        267,000         553,000

Rociada              Hereford,      Richard Lee (Rick)
Partners Ltd.        Texas          Brown                   154,000         154,000     28        96%        316,000         722,000

Wadley                              Thomas H. Cooksey
Housing,             Wadley,        and Apartment
Ltd.                 Alabama        Developers, Inc.         76,000          76,000     15        80%        213,000         435,000

Whitewater                          Thomas G. Larson,
Woods                               William H. Larson,
Limited              Whitewater,    and Raymond L.
Partnership          Wisconsin      Tetzlaff                301,000         301,000     40        90%        603,000       1,283,000

Willcox
Investment
Group, an Arizona
Limited              Willcox,
Partnership          Arizona        John P. Casper          245,000         245,000     30        90%        490,000       1,048,000
                                                        ------------   ------------- -------     -----  -------------   ------------

                                                        $ 4,996,000    $  4,996,000    784        94%  $  10,735,000    $ 23,189,000
                                                        ============   ============= =======     =====  =============   ============
</TABLE>


                                       8
<PAGE>
<TABLE>
<CAPTION>


                                 --------------------------------------------------------------------------
                                               For the year ended December 31, 2002
                                 --------------------------------------------------------------------------
                                                                                    Low Income Housing
                                                                                    Credits  Allocated to
        Partnership Name            Rental Income     Net Income/(Loss)                Partnership
-----------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>                                     <C>
Airport Road Associates, Limited            $165,000           $ (56,000)                              99%

Am-Kent Associates, Ltd.                     147,000             (69,000)                              99%

Arizona I Limited Partnership                158,000             (40,000)                              99%

Ashland Investment Group, an
Oregon Limited Partnership                   162,000             (18,000)                              99%

Brantley Housing, Ltd.                        70,000             (15,000)                              99%


Brian's Village Apartments, an
Oklahoma Limited Partnership.                111,000             (27,000)                              99%

Candleridge Apartments of
Perry, L.P.                                  130,000             (12,000)                              99%

Candleridge Apartments of
Runnells, L.P.                                91,000              (9,000)                              99%


Casa Allegre Limited Partnership             173,000             (23,000)                              99%

Castroville Village, Ltd.                    153,000             (17,000)                              99%

Cherokee Square, L.P.                         91,000             (21,000)                              99%

Divall Midland Associates
Limited Partnership II                       143,000             (42,000)                              99%

Eclectic Housing, Ltd.                        52,000             (10,000)                              99%

Elizabeth Square Associates,
Ltd.                                         179,000             (58,000)                              99%

Emory Capital, L.P.                           56,000              (5,000)                              99%

Emory Manor, L.P.                             84,000              (9,000)                              99%

Idalou Manor, L.P.                            84,000             (28,000)                              99%

Jefferson Capital, L.P.                       98,000              (6,000)                              99%

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

Lakeview Limited Partnership                 158,000             (22,000)                              99%

Littlefield Manor, L.P.                       83,000             (18,000)                              99%
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>

                                 --------------------------------------------------------------------------
                                               For the year ended December 31, 2002
                                 --------------------------------------------------------------------------
                                                                                    Low Income Housing
                                                                                    Credits  Allocated to
        Partnership Name            Rental Income     Net Income/(Loss)                Partnership
-----------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>                                 <C>
Perry County Housing, Ltd.                    61,000               1,000                               99%

Pine Hill Housing, Ltd.                       71,000              (7,000)                              99%

Rociada Partners Ltd.                        141,000             (26,000)                              99%

Wadley Housing, Ltd.                          46,000             (14,000)                              99%

Whitewater Woods Limited
Partnership                                  180,000             (35,000)                              99%

Willcox Investment Group, an
Arizona Limited Partnership                  115,000             (37,000)                              99%
                                         -----------           ----------
                                          $3,101,000           $(636,000)
                                         ===========           ==========
</TABLE>
                                       10



<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 and Related Stockholder Matters

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, 2003, there were 572 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.

(d)  No unregistered securities were sold by the Partnership during the year
     ended March 31, 2003.

Item 5b.

NOT APPLICABLE

Item 6.  Selected Financial Data

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

                                                    March 31                               December 31
                         ---------------------------------------------------------------   ------------
                               2003         2002         2001         2000         1999           1998
                         -----------  -----------  -----------  -----------  -----------  -------------

<S>                    <C>          <C>          <C>          <C>          <C>          <C>
ASSETS
Cash and cash
equivalents            $    113,943 $    127,554 $    136,626 $    150,827 $    175,658 $      175,192
Investments in
   limited
   partnerships, net        308,868      418,246      622,522    1,049,680    1,460,945      1,533,952
                         -----------  -----------  -----------  -----------  -----------  -------------
                       $    422,811 $    545,800 $    759,148 $  1,200,507 $  1,636,603 $    1,709,144
                         ===========  ===========  ===========  ===========  ===========  =============
LIABILITIES
Accrued fees and
   expenses due to
   general partner
   and affiliates      $  1,613,741 $  1,473,564 $  1,335,561 $  1,194,613 $  1,055,204 $    1,019,071

PARTNERS' (DEFICIT)
   EQUITY                (1,190,930)    (927,764)    (576,413)       5,894      581,399        690,073
                         -----------  -----------  -----------  -----------  -----------  -------------
                       $    422,811 $    545,800 $    759,148 $  1,200,507 $  1,636,603 $    1,709,144
                         ===========  ===========  ===========  ===========  ===========  =============
</TABLE>

                                       11
<PAGE>
Selected results of operations, cash flows, and other information for the
Partnership are as follows:
<TABLE>
<CAPTION>
                                                                                                         For the Year
                                         For the Years Ended                     For the Three Months      Ended
                                              March 31                             Ended March 31        December 31
                          --------------------------------------------------  -------------------------  -------------
                             2003         2002         2001         2000         1999         1998           1998
                          -----------  -----------  -----------   ----------   ----------   ----------   -------------
                                                                                            (Unaudited)

<S>                     <C>           <C>          <C>          <C>          <C>           <C>        <C>
Loss from operations    $   (167,722) $  (163,302) $  (180,074) $  (190,926) $   (46,381)  $  (40,643)$      (181,052)
Equity in loss from
   limited
   partnerships              (95,444)    (188,049)    (402,233)    (384,579)     (62,293)     (70,760)       (267,581)
                        -------------  -----------  -----------  -----------   ----------   ----------  --------------

Net loss                $   (263,166) $  (351,351) $  (582,307) $  (575,505) $  (108,674)  $ (111,403)$      (448,633)
                        =============   ==========  ===========  ===========   ==========   ==========  ==============

Net loss allocated to:
   General partner      $     (2,632) $    (3,514) $    (5,823) $    (5,755) $    (1,087)  $   (1,114)$        (4,486)
                        =============  ===========  ===========  ===========   ==========   ==========  ==============

Limited partners        $   (260,534)    (347,837)    (576,484)    (569,750)    (107,587)   $(110,289)$      (444,147)
                         ============  ===========  ===========  ===========   ==========   ==========  ==============

Net loss per limited
   partner unit         $     (37.22) $    (49.69) $    (82.35) $    (81.39) $    (15.37)  $   (15.76)$        (63.45)
                          ===========  ===========  ===========  ===========   ==========   ==========  ==============
  Outstanding
   weighted limited
   partner units               7,000        7,000        7,000        7,000        7,000        7,000           7,000
                          ===========  ===========  ===========  ===========   ==========   ==========  ==============
</TABLE>
<TABLE>
<CAPTION>
                                                                                                         For the Year
                                         For the Years Ended                     For the Three Months      Ended
                                              March 31                             Ended March 31        December 31
                          --------------------------------------------------  -------------------------  -------------
                             2003         2002         2001         2000         1999         1998           1998
                          -----------  -----------  -----------   ----------   ----------   ----------   -------------
                                                                                            (Unaudited)
<S>                     <C>          <C>          <C>           <C>          <C>          <C>           <C>
Net cash provided by
   (used in):
   Operating
activities              $    (15,961)$    (16,958)$    (17,774) $   (30,165) $    (4,910) $     3,849  $      (12,006)
   Investing
activities                     2,350        7,886        3,573        5,334        5,376        2,545           5,885
                          -----------  -----------  -----------   ----------   ----------   ----------   -------------
Net change in cash
  and cash equivalents       (13,611)      (9,072)     (14,201)     (24,831)         466        6,394          (6,121)

Cash and cash
  equivalents,
  beginning of period        127,554      136,626      150,827      175,658      175,192      181,313         181,313
                          -----------  -----------  -----------   ----------   ----------   ----------   -------------
Cash and cash
  equivalents, end of
  period                $    113,943 $    127,554 $    136,626  $   150,827  $   175,658  $   187,707  $      175,192

                          ===========  ===========  ===========   ==========   ==========   ==========   =============
</TABLE>
<TABLE>
<CAPTION>
Low Income Housing Credit per Unit was as follows for the years ended December 31:
                            2003         2002           2001             2000              1999              1998
                          ---------   ------------   ------------   ---------------    -------------     -------------
<S>                     <C>         <C>            <C>            <C>                <C>               <C>
Federal                 $       21  $          54  $         120  $            145   $          145    $          145
State                            -              -              -                 -                -                 -
                          ---------   ------------   ------------   ---------------    -------------     -------------
Total                   $       21  $          54  $         120  $            145   $          145    $          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
looking statements. Such statements are based on current expectations subject to
uncertainties and other factors
                                       12
<PAGE>

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 or  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 a comparison of the carrying
amount to future  undiscounted  net cash flows  expected to be generated.  If an
investment  is  considered  to be impaired,  the  impairment to be recognized is
measured by the amount by which the carrying  amount of the  investment  exceeds
fair value.  The  accounting  policies  of the Local  Limited  Partnerships  are
generally  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.

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

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.


                                       13
<PAGE>


Income Taxes

No provision for income taxes has been  recorded in the financial  statements as
any  liability  for  income  taxes  is the  obligation  of the  partners  of the
Partnership.

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 profit. Accordingly,  the Partnership may be unable to distribute
any cash to its investors.  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  investors  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.

No trading market for the Units exists or is expected to develop.  Investors may
be unable to sell their Units  except at a discount  and should  consider  their
Units to be a long-term  investment.  Individual investors 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
impaired, and the loss and recapture of the related tax credits could occur.

                                       14
<PAGE>


Financial Condition

The  Partnership's  assets at March 31, 2003 consisted  primarily of $114,000 in
cash and aggregate investments in the twenty-seven Local Limited Partnerships of
$309,000.  Liabilities  at March 31, 2003  primarily  consisted of $1,614,000 of
accrued annual management fees due to the General Partner.

Results of Operations

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.

Year  Ended  March  31,  2002  Compared  to  Year  Ended  March  31,  2001.  The
Partnership's  net  loss for the  year  ended  March  31,  2002 was  $(351,000),
reflecting  a decrease of $231,000  from the net loss  experienced  for the year
ended March 31, 2001.  The decrease in net loss is primarily due to the decrease
in the equity in losses from limited partnerships which decreased by $214,000 to
$(188,000) for the year ended March 31, 2002 from  $(402,000) for the year ended
March 31, 2001 due to a reduction of the write-off of acquisition fees and costs
in the current year related to the investments that have reached a zero balance,
along with a decrease  in loss from  operations  which  decreased  by $17,000 to
$(163,000) for the year ended March 31, 2001 from  $(180,000) for the year ended
March 31, 2001 due to lower operating expenses.

Liquidity and Capital Resources

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.

Year Ended March 31, 2002  Compared to Year Ended March 31, 2001.  Net cash used
during the year ended March 31, 2002 was $(9,000), compared to net cash used for
the year ended March 31, 2001 of  $(14,000).  The reduction in cash used was due
primarily to an increase in distributions from limited partnerships.

During the years ended March 31, 2003, 2002 and 2001,  accrued  payables,  which
consist  primarily of related party  management fees due to the General Partner,
increased by $140,000, $138,000 and $141,000,  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
assets at March 31, 2003, to be  sufficient  to meet all  currently  foreseeable
future cash  requirements.  This  excludes  amounts  owed to  Associates  by the
Partnership disclosed below.

Future Contractual Cash Obligations

The following table  summarizes our future  contractual  cash  obligations as of
March 31, 2003:
<TABLE>
<CAPTION>

                                       2004        2005        2006       2007       2008      Thereafter    Total

                                    -----------  ---------   ---------  ---------  ---------   ----------  -----------
<S>                   <C>         <C>          <C>         <C>        <C>        <C>         <C>         <C>
Asset Management Fees (1)         $  1,756,753 $  144,902  $  144,902 $  144,902 $  144,902  $ 5,361,374 $  7,697,735
Capital Contributions Payable to
   Lower Tier Partnerships                   -          -           -          -          -            -            -
                                    -----------  ---------   ---------  ---------  ---------   ----------  -----------
Total contractual cash
obligations                       $  1,756,753 $  144,902  $  144,902 $  144,902 $  144,902  $ 5,361,374 $  7,697,735
                                    ===========  =========   =========  =========  =========   ==========  ===========
</TABLE>

                                       15
<PAGE>

(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,  2003 have  been  included  in the 2004  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.

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  investors  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 investors'  return wherever
possible and,  ultimately,  to wind down those funds that no longer  provide tax
benefits  to  investors.  To date no  properties  in the  Partnership  have been
selected.

Impact of New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations",  which requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred with the associated asset retirement costs being  capitalized as a part
of the  carrying  amount of the  long-lived  asset.  SFAS No. 143 also  includes
disclosure   requirements   that  provide  a  description  of  asset  retirement
obligations   and   reconciliation   of  changes  in  the  components  of  those
obligations.  The statement is effective for fiscal years  beginning  after June
15, 2002. The Partnershp  does not expect the adoption of SFAS No. 143 to have a
material effect on the Partnerhip's financial position or results of operations.

In August  2001,  the FASB  issued  SFAS No.  144,  "Impairment  or  Disposal of
Long-Lived  Assets," which addresses  accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's financial statements beginning January 1, 2002. The implementation
of SFAS No. 144 did not have a material  impact on the  Partnership's  financial
position or results of operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinded three previously  issued  statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments   and   provides   accounting   standards   for  certain   lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease  transactions  occurring  after May
15,  2002 and all other  provisions  of the  statement  shall be  effective  for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not have a material impact on the Partnership's  financial  position
or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities,"  which  updates  accounting  and  reporting
standards for personnel and operational restructurings.  The Partnership adopted
SFAS No. 146 for exit,  disposal  or other  restructuring  activities  initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.


                                       16
<PAGE>

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  The adoption of FIN 45 did not have a
material impact on the Partnership's finacial position or results of operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
implementation  of SFAS No. 148 is not expected to have a material effect on the
Partnership's financial position or results of operations.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation  of Variable  Interest  Entities." The adoption of FIN 46 did not
have a material  impact on the  Partnership's  financial  position or results of
operations.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data


                                       17
<PAGE>









               Report of Independent Certified Public Accountants


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


We have audited the  accompanying  balance sheets of WNC Housing Tax Credit Fund
II, L.P. (a California Limited  Partnership) (the "Partnership") as of March 31,
2003 and 2002,  and the  related  statements  of  operations,  partners'  equity
(deficit)  and cash flows for the years  ended  March 31,  2003,  2002 and 2001.
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% and 59%, of the total  assets of the  Partnership  at March 31,
2003 and 2002, respectively, and 68%, 77% and 31% of the Partnership's equity in
losses of limited  partnerships  for the years  ended March 31,  2003,  2002 and
2001,  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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 2002,  and the  results  of its
operations and its cash flows for the years ended March 31, 2003, 2002 and 2001,
in conformity with accounting principles generally accepted in the United States
of America.




                                           /s/ BDO SEIDMAN, LLP

Costa Mesa, California
April 23, 2003

                                       18
<PAGE>


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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

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

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

<S>                                                            <C>              <C>
ASSETS

Cash and cash equivalents                                      $       113,943  $      127,554
Investments in limited partnerships, net (Notes 2 and 3)               308,868         418,246
                                                                 --------------   -------------

                                                               $       422,811  $      545,800
                                                                 ==============   =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
   Accrued fees and expenses due to General Partner and
     affiliates (Note 3)                                       $     1,613,741  $    1,473,564
                                                                 --------------   -------------

Commitments and contingencies

Partners' deficit:
    General partner                                                    (71,452)        (68,820)
    Limited partners (12,000 units authorized; 7,000 units
     issued and outstanding)                                        (1,119,478)       (858,944)
                                                                 --------------   -------------

      Total partners' deficit                                       (1,190,930)       (927,764)
                                                                 --------------   -------------

                                                               $       422,811  $      545,800
                                                                 ==============   =============
</TABLE>

                 See accompanying notes to financial statements
                                       19

<PAGE>


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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>





                                                           For the Years Ended
                                                                March 31
                                           ------------------------------------------------
                                               2003              2002             2001
                                           --------------    -------------    -------------
<S>                                      <C>               <C>              <C>
Interest income                          $         1,393   $        3,192   $          701
Distribution income                               11,110           12,032            5,549
Dividend income                                        -                -            5,134
                                           --------------    -------------    -------------
    Total income                                  12,503           15,224           11,384
                                           --------------    -------------    -------------
Operating expenses:
   Amortization (Notes 2 and 3)                   11,584            8,341           21,352
   Asset management fees (Note 3)                144,902          144,902          144,904
   Other                                          23,739           25,283           25,202
                                           --------------    -------------    -------------
    Total operating expenses                     180,225          178,526          191,458
                                           --------------    -------------    -------------
Loss from operations                            (167,722)        (163,302)        (180,074)

Equity in losses of limited
  partnerships (Note 2)                          (95,444)        (188,049)        (402,233)
                                           --------------    -------------    -------------
Net loss                                 $      (263,166) $      (351,351) $      (582,307)
                                           ==============    =============    =============

Net loss allocated to:
   General partner                       $        (2,632) $        (3,514) $        (5,823)
                                           ==============    =============    =============
   Limited partners                      $      (260,534) $      (347,837) $      (576,484)
                                           ==============    =============    =============
Net loss per limited partnership unit    $        (37.22) $        (49.69) $        (82.35)
                                           ==============    =============    =============
Outstanding weighted limited
  partner units                                    7,000            7,000            7,000
                                           ==============    =============    =============
</TABLE>

                 See accompanying notes to financial statements
                                       20

<PAGE>


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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                For The Years Ended March 31, 2003, 2002 and 2001
<TABLE>
<CAPTION>



                                                               General             Limited             Total
                                                               Partner             Partners
                                                            ---------------     ---------------    ---------------
<S>                                                       <C>                 <C>                <C>
Partners' equity (deficit) at March 31, 2000              $        (59,483)   $         65,377   $          5,894

Net loss                                                            (5,823)           (576,484)          (582,307)
                                                            ---------------     ---------------    ---------------

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)
                                                            ===============     ===============    ===============
</TABLE>

                 See accompanying notes to financial statements
                                       21

<PAGE>


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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>





                                                      For the Years Ended March 31
                                               ------------------------------------------------
                                                   2003             2002              2001
                                               -------------    --------------    -------------
<S>                                          <C>              <C>               <C>
Cash flows from operating activities:
   Net loss                                  $     (263,166)  $      (351,351)  $     (582,307)
   Adjustments to reconcile net loss to
     net cash used in operating
activities:
     Amortization                                    11,584             8,341           21,352
     Equity in losses of limited
       partnerships                                  95,444           188,049          402,233
     Increase in accrued fees and
       expenses due to general partner
       and affiliates                               140,177           138,003          140,948
                                               -------------    --------------    -------------
Net cash used in operating activities               (15,961)          (16,958)         (17,774)
                                               -------------    --------------    -------------
Cash flows from investing activities:
   Distributions from limited
     partnerships                                     2,350             7,886            3,573
                                               -------------    --------------    -------------
Net decrease in cash and
  cash equivalents                                  (13,611)           (9,072)         (14,201)

Cash and cash equivalents, beginning of
   period                                           127,554           136,626          150,827
                                               -------------    --------------    -------------
Cash and cash equivalents, end of period     $      113,943   $       127,554   $      136,626
                                               =============    ==============    =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

     Taxes paid                              $          800   $           800   $          800
                                               =============    ==============    =============
</TABLE>
                 See accompanying notes to financial statements
                                       22

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                For The Years Ended March 31, 2003, 2002 and 2001



NOTE 1 - 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  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.

                                       23

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2003, 2002 and 2001



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

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 profit. Accordingly,  the Partnership may be unable to distribute
any cash to its investors.  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  investors  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.

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


                                       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, 2003, 2002 and 2001



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 investors 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  Partnership's  objective  is to
maximize the investors' return wherever possible and,  ultimately,  to wind down
those funds that no longer  provide tax benefits to investors.  No properties in
the Partnership have been selected.

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 a comparison of the carrying
amount to future  undiscounted  net cash flows  expected to be generated.  If an
investment  is  considered  to be impaired,  the  impairment to be recognized is
measured by the amount by which the carrying  amount of the  investment  exceeds
fair value.  The  accounting  policies  of the Local  Limited  Partnerships  are
generally  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 from Local Limited  Partnerships  for the years ended March 31,
2003, 2002 and 2001 have been recorded by the  Partnership  based on nine months
of reported  results  provided by the Local  Limited  Partnerships  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  Local
Limited Partnerships  allocated to the Partnership will not be 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).

                                       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, 2003, 2002 and 2001



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

Offering Expenses
-----------------

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other costs  incurred  with selling  limited
partnership  interests in the  Partnership.  The General Partner is obligated to
pay all  offering  and  organization  costs in  excess of 15%  (including  sales
commissions) of the total offering proceeds.  Offering expenses are reflected as
a reduction of partners'  capital and amounted to  $1,036,840  at the end of all
periods presented.

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  remaining
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,  2003,  the  Partnership  maintained  a cash balance at a financial
institution in excess of the federally insured maximum.

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.

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

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

New Accounting Pronouncements
-----------------------------

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations",  which requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred with the associated asset retirement costs being  capitalized as a part
of the  carrying  amount of the  long-lived  asset.  SFAS No. 143 also  includes
disclosure   requirements   that  provide  a  description  of  asset  retirement
obligations   and   reconciliation   of  changes  in  the  components  of  those
obligations.  The statement is effective for fiscal years  beginning  after June
15, 2002. The Partnershp  does not expect the adoption of SFAS No. 143 to have a
material effect on the Partnerhip's financial position or results of operations.


                                       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, 2003, 2002 and 2001



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

In August  2001,  the FASB  issued  SFAS No.  144,  "Impairment  or  Disposal of
Long-Lived  Assets," which addresses  accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's financial statements beginning January 1, 2002. The implementation
of SFAS No. 144 did not have a material  impact on the  Partnership's  financial
position or results of operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinded three previously  issued  statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments   and   provides   accounting   standards   for  certain   lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease  transactions  occurring  after May
15,  2002 and all other  provisions  of the  statement  shall be  effective  for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not have a material impact on the Partnership's  financial  position
or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities,"  which  updates  accounting  and  reporting
standards for personnel and operational restructurings.  The Partnership adopted
SFAS No. 146 for exit,  disposal  or other  restructuring  activities  initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  The adoption of FIN 45 did not have a
material impact on the Partnership's finacial position or results of operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
implementation  of SFAS No. 148 is not expected to have a material effect on the
Partnership's financial position or results of operations.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation  of Variable  Interest  Entities." The adoption of FIN 46 did not
have a material  impact on the  Partnership's  financial  position or results of
operations.

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.


                                       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, 2003, 2002 and 2001



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

The  Partnership's  investment  in Local  Limited  Partnerships  as shown in the
balance  sheets  at March 31,  2003 and 2002 are  approximately  $2,422,000  and
$1,884,000, 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 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.

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, 2003 and 2002,  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,
2003, 2002 and 2001 amounting to approximately $536,512,  $430,845 and $209,414,
respectively,  have not been  recognized.  As of March 31, 2003,  the  aggregate
share of net losses not recognized by the Partnership amounted to $2,220,722.

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
                                                                 -------------------------------------------------
                                                                     2003             2002              2001
                                                                 --------------   --------------    --------------
<S>                                                            <C>              <C>               <C>
Investments per balance sheet, beginning of period             $       418,246  $       622,522   $     1,049,680
Equity in losses of limited partnerships                               (95,444)        (188,049)         (402,233)
Distributions received from limited partnerships                        (2,350)          (7,886)           (3,573)
Amortization of paid acquisition fees and costs                        (11,584)          (8,341)          (21,352)
                                                                 --------------   --------------    --------------

Investments per balance sheet, end of period                   $       308,868  $       418,246   $       622,522
                                                                 ==============   ==============    ==============
</TABLE>


                                       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, 2003, 2002 and 2001



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>

                                                                                     2002               2001
                                                                                ---------------    ---------------

<S>                                                                           <C>                <C>
ASSETS

Buildings and improvements, net of accumulated
   depreciation as of December 31, 2002 and 2001 of
   $10,502,000 and $9,667,000, respectively                                   $     18,840,000   $     19,603,000
Land                                                                                 1,354,000          1,354,000
Other assets                                                                         2,123,000          2,114,000
                                                                                ---------------    ---------------

                                                                              $     22,317,000   $     23,071,000
                                                                                ===============    ===============

LIABILITIES

Mortgage loan payable                                                         $     23,191,000   $     23,280,000
Due to related parties                                                                 184,000            198,000
Other liabilities                                                                      396,000            388,000
                                                                                ---------------    ---------------

                                                                                    23,771,000         23,866,000
                                                                                ---------------    ---------------

PARTNERS' CAPITAL (DEFICIT)

WNC Housing Tax Credit Fund II, L.P.                                                (2,113,000)        (1,466,000)
Other partners                                                                         659,000            671,000
                                                                                ---------------    ---------------

                                                                                    (1,454,000)          (795,000)
                                                                                ---------------    ---------------

                                                                              $     22,317,000   $     23,071,000
                                                                                ===============    ===============
</TABLE>

                                       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, 2003, 2002 and 2001



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

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                 2002               2001                2000
                                                            ---------------    ---------------     ---------------
<S>                                                       <C>                <C>                 <C>
Total revenues, including interest and rent
   subsidies                                              $      3,189,000   $      3,117,000    $      3,100,000
                                                            ---------------    ---------------     ---------------

Expenses:
   Operating expenses                                            2,340,000          2,223,000           2,160,000
   Interest expense                                                651,000            679,000             696,000
   Depreciation and amortization                                   834,000            836,000             851,000
                                                            ---------------    ---------------     ---------------

         Total expenses                                          3,825,000          3,738,000           3,707,000
                                                            ---------------    ---------------     ---------------

Net loss                                                  $       (636,000) $        (621,000)   $       (607,000)
                                                            ===============    ===============     ===============

Net loss allocable to the Partnership                     $       (630,000) $        (615,000)   $       (601,000)
                                                            ===============    ===============     ===============

Net loss recorded by the Partnership                      $        (95,000) $        (188,000)   $       (402,000)
                                                            ===============    ===============     ===============
</TABLE>

Certain Local Limited Partnerships incurred 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 impaired,  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 $573,687 and
          $531,393  as  of  March  31,  2003  and  2002,  respectively.  Of  the
          accumulated  amortization  recorded on the balance  sheet at March 31,
          2003,  $30,710,  $42,391  and  $272,691  of the  related  expense  was
          reflected as equity in losses of limited partnerships during the years
          ended  March 31,  2003,  2002 and 2001,  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.  Of the  accumulated  amortization
          recorded on the balance sheet at March 31, 2001, $6,631 of the related
          expense was reflected as equity in losses of limited  partnerships  on
          the  statement  of  operations  during the fourth  quarter of the year
          ended  March 31, 2001 to reduce the  respective  net  acquisition  fee
          component of investments in local limited partnerships to zero for the
          Local  Limited  Partnerships  which  would  otherwise  be below a zero
          balance.

                                       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, 2003, 2002 and 2001




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, $144,902 and $144,904 were incurred during the years
          ended March 31, 2003,  2002 and 2001,  respectively,  of which $5,250,
          $5,250 and $7,000 were paid  during the years  ended  March 31,  2003,
          2002 and 2001, respectively.

          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.

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

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

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

Advances from WNC                            $          1,890   $          1,365

Asset management fee payable                        1,611,851          1,472,199
                                              ---------------    ---------------

                                             $      1,613,741   $      1,473,564
                                              ===============    ===============

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.

NOTE 4 - INCOME TAXES
---------------------

No provision  for income taxes has been recorded in the  accompanying  financial
statements as any  liability for income taxes is the  obligation of the partners
of the Partnership.


                                       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, 2003, 2002 and 2001
<TABLE>
<CAPTION>



NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------

The following is a summary of the quarterly operations for the years ended March
31, 2003 and 2002:

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

               2003
               ----

<S>                                   <C>                 <C>                <C>                 <C>
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)

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

Loss per limited partnership unit                   (8)                 (8)                (7)                (15)

               2002
               ----

Income                                $          1,000    $          1,000   $          1,000    $         12,000

Operating expenses                             (43,000)            (66,000)           (28,000)            (41,000)

Equity in losses of limited
     partnerships                              (17,000)            (19,000)           (24,000)           (128,000)

Net loss                                       (59,000)            (84,000)           (51,000)           (157,000)

Loss available to limited partners             (58,000)            (84,000)           (50,000)           (155,000)

Loss per limited partnership unit                   (8)                (12)                (7)                (22)

</TABLE>


                                       32
<PAGE>



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

NOT APPLICABLE

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
      ---------------------------
<TABLE>
<CAPTION>

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:
<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
David C. Turek                        Senior Vice President - Originations
Thomas J. Riha, CPA                   Vice President - Chief Financial Officer
Michael J. Gaber                      Vice President - Acquisitions
Diemmy T. Tran                        Vice President - Portfolio Management
J. Brad Hurlbut                       Director of Syndications
</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.

Wilfred N.  Cooper,  Sr.,  age 72, 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.

Wilfred N. Cooper, Jr., age 40, is President, Chief Executive Officer, Secretary
and 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 50, 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

                                       33
<PAGE>

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  57,  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.

David C. Turek,  age 48, 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.

Thomas J. Riha, age 47, is Vice President - Chief Financial Officer and a member
of the  Acquisition  Committee of  Associates  and  President,  Treasurer  and a
Director  and 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.

Michael J. Gaber,  age 37, is 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 37, 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
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.

J. Brad  Hurlbut,  age 43, is  Director  of  Syndications  of  Associates  He is
responsible  for the financial  structuring of WNC's  institutional  funds.  Mr.
Hurlbut has 20 years of experience in real estate  investment  and  development.
Prior to  joining  WNC in 2000,  he served  as  corporate  controller  for Great
Western Hotels  Corporation.  Mr. Hurlbut has been an enrolled agent licensed to
practice before the IRS since 1984. He graduated from the University of Redlands
in 1981 with a  Bachelor  of  Science  degree in  business  management  and from
California State  University,  Fullerton in 1985 with a Master of Science degree
in taxation.


                                       34
<PAGE>

Kay L.  Cooper,  age 66, 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
      ---------------------------------

      Neither the Partnership nor Associates has an audit committee.

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 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,  $144,902 and $144,904 were incurred during the years ended March
     31, 2003, 2002 and 2001,  respectively.  The  Partnership  paid the General
     Partner or its  affiliates  $5,250,  $5,250 and $7,000 of those fees during
     the years ended March 31, 2003, 2002 and 2001, respectively.

(b)  Subordinated  Disposition Fee. A subordinated  disposition fee in an amount
     equal to 1% of the  sale  price  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 disposition fees have been paid.

(c)  Operating Expenses.  The Partnership  reimbursed the General Partner or its
     affiliates for operating  expenses of  approximately  $22,000,  $23,000 and
     $6,000 during the years ended March 31, 2003, 2002 and 2001, respectively.

(d)  Interest  in  Partnership.   The  General   Partners   receive  1%  of  the
     Partnership's  allocated Low Income  Housing  Credits,  which  approximated
     $1,500,  $4,000 and $8,000 for the  General  Partners  for the years  ended
     December 31, 2002, 2001 and 2000,  respectively.  The General  Partners are
     also  entitled  to  receive  1%  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
     ------------------------------------------------------------------

     Inapplicable

(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.


                                       35
<PAGE>


(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 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.

Item 14. Controls and Procedures

Associates,  on behalf of the  Partnership,  maintains  disclosure  controls and
procedures that are designed to ensure that information required to be disclosed
in our  periodic  reports  filed with the  Securities  and  Exchange  Commission
("SEC") is recorded, processed,  summarized and reported within the time periods
specified  in the  rules  and  forms of the SEC and  that  such  information  is
accumulated  and  communicated  to our management as appropriate to allow timely
decisions  regarding  required  disclosure.  In  designing  and  evaluating  the
disclosure controls and procedures,  our management recognized that any controls
and  procedures,  no matter how well  designed  and  operated,  can provide only
reasonable  assurance of achieving the desired control objectives and management
necessarily  was required to apply its judgment in evaluating  the  cost-benefit
relationship of possible controls and procedures.

Based on their most recent evaluation, which was completed within 90 days of the
filing of this Annual Report on Form 10-K, our Principal  Executive  Officer and
Principal  Financial Officer believe that our disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the  Securities  Exchange Act of 1934,
as  amended)  are  effective.  There were no  significant  changes  in  internal
controls or in other  factors that could  significantly  affect  these  internal
controls subsequent to the date of their most recent evaluation.



                                       36

<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  Certified Public Accountants
       Balance Sheets, March 31, 2003 and 2002
       Statements of Operations for the years ended March 31, 2003,  2002 and
         2001
       Statements  of Partners' Equity (Deficit) for the years ended March 31,
         2003,  2002 and 2001
       Statements  of Cash Flows for the  years  ended  March  31,  2003,  2002
          and 2001
       Notes to  Financial Statements

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

       Report of Independent Certified Public Accountants on Financial Statement
       Schedules 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 is
       included as Exhibit B to the Prospectus, filed as Exhibit 28.1 to Form 10
       K for the year ended December 31, 1994 is hereby  incorporated  herein as
       exhibit 3.1.

10.1   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 10.1.

10.2   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 10.2.

10.3   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 10.3.

10.4    mended 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 10.4.

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

10.6   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 10.6.

10.7   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 10.7.

10.8   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 10.8.

10.9   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 10.9.


                                       37
<PAGE>

10.10  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 10.10.

10.11  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 10.11.

10.12  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 10.12.

10.13  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 10.13.

10.14  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 10.14.

10.15  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 10.15.

10.16  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 10.16.

10.17  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 10.17.

10.18  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 10.18.

10.19  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 10.19.

10.20  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 10.20.

10.21  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 10.21.

10.22  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 10.22.

10.23  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 10.23.

10.24  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 10.24.

10.25  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 10.25.

10.26  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 10.26.

10.27  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 10.27.

99.1   Certification  of the Principal  Executive  Officer pursuant to 18 U.S.C.
       section  1350, as adopted  pursuant to section 906 of the  Sarbanes-Oxley
       Act of 2002. (filed herewith)

99.2   Certification  of the Principal  Financial  Officer pursuant to 18 U.S.C.
       section  1350, as adopted  pursuant to section 906 of the  Sarbanes-Oxley
       Act of 2002. (filed herewith)
                                       38

<PAGE>

99.3   Financial  Statements  of Casa Alegre,  LP, as of and for the years ended
       December 31, 2001 and 2000 together  with  independent  auditors'  report
       thereon;  filed as exhibit  99.3 on form 10-K  dated  March 31,  2002;  a
       significant subsidiary of the partnership.

99.4   Financial  Statements  of  Ashland,  LP,  as of and for the  years  ended
       December 31, 2001 and 2000 together  with  independent  auditors'  report
       thereon;  filed as exhibit  99.4 on form 10-K  dated  March 31,  2002;  a
       significant subsidiary of the partnership.

99.5   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. (filed herewith)

99.6   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. (filed herewith)

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

                                       39
<PAGE>




Report of  Independent  Certified  Public  Accountants  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,
2002 and 2001 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


                                       40
<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
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>              <C>           <C>             <C>            <C>         <C>
Airport Road              Slidell,
Associates, Limited       Louisiana          $    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      647,000       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
Group, an Oregon
Limited                   Ashland,
Partnership               Oregon                  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
Apartments, an
Oklahoma
Limited                   Mannford,
Partnership.              Oklahoma                176,000         176,000         749,000         974,000      414,000       560,000

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

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


Casa Allegre
Limited                   Las Vegas,
Partnership               New Mexico              318,000         318,000       1,357,000       1,930,000      579,000     1,351,000

Castroville               Castroville,
Village, Ltd.             Texas                   165,000         165,000         932,000       1,151,000      255,000       896,000

</TABLE>


                                       41
<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
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>             <C>           <C>             <C>            <C>           <C>
Cherokee                  Rogersville,
Square, L.P.              Tennessee               202,000         202,000         967,000       1,227,000      517,000       710,000

Divall
Midland
Associates                Port
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 Associates,        Raceland,
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

Jefferson                 Jefferson,
Manor, L.P.               Texas                   179,000         179,000         756,000       1,007,000      369,000       638,000

</TABLE>

                                       42
<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
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>               <C>             <C>            <C>             <C>            <C>           <C>
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 Limited             Whitewater,
Partnership               Wisconsin               301,000         301,000       1,283,000       1,692,000      527,000     1,165,000

Willcox
Investment
Group,
an Arizona
Limited                   Willcox,
Partnership               Arizona                 245,000         245,000       1,048,000       1,338,000      369,000       969,000
                                            --------------  -------------- --------------- --------------- ------------ ------------
                                            $   4,996,000   $   4,996,000  $   23,189,000  $   30,696,000 $ 10,502,000  $ 20,194,000
                                            ==============  ============== =============== =============== ============ ============
</TABLE>

                                       43
<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               27.5

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

Emory Capital, L.P.                             56,000                (5,000)                1990       Completed               27.5
</TABLE>

                                       44

<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 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>

                                       45

<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
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>              <C>           <C>             <C>            <C>         <C>
Airport Road              Slidell,
Associates, Limited       Louisiana          $    334,000     $   334,000   $   1,441,000   $   1,858,000  $   774,000 $   1,084,000

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
Group, an Oregon
Limited                   Ashland,
Partnership               Oregon                  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
Apartments, an
Oklahoma
Limited                   Mannford,
Partnership.              Oklahoma                176,000         176,000         751,000         975,000      384,000       591,000

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

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


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

Castroville               Castroville,
Village, Ltd.             Texas                   165,000         165,000         938,000       1,151,000      233,000       918,000
</TABLE>


                                       46
<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
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>             <C>           <C>             <C>            <C>           <C>
Cherokee                  Rogersville,
Square, L.P.              Tennessee               202,000         202,000         970,000       1,225,000      485,000       740,000

Divall
Midland
Associates                Port
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 Associates,        Raceland,
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

Jefferson                 Jefferson,
Manor, L.P.               Texas                   179,000         179,000         758,000       1,006,000      352,000       654,000
</TABLE>

                                       47
<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
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>               <C>             <C>            <C>             <C>            <C>           <C>
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 Limited             Whitewater,
Partnership               Wisconsin               301,000         301,000       1,287,000       1,692,000      486,000     1,206,000

Willcox
Investment
Group,
an Arizona
Limited                   Willcox,
Partnership               Arizona                 246,000         246,000       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>


                                       48
<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>

                                       49
<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>


                                       50
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>


                                              ------------------------------------  ------------------------------------------------
                                                    As of March 31, 2001                            As of December 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>              <C>           <C>             <C>            <C>         <C>
Airport Road              Slidell,
Associates, Limited       Louisiana          $    334,000     $   334,000   $   1,444,000   $   1,858,000  $   709,000 $   1,149,000

Am-Kent                   Amite &
Associates,               Kentwood,
Ltd.                      Louisiana               232,000         232,000       1,114,000       1,588,000      535,000     1,053,000

Arizona I Limited         Showlow,
Partnership               Arizona                 320,000         320,000       1,480,000       1,973,000      525,000     1,448,000

Ashland Investment
Group, an Oregon
Limited                   Ashland,
Partnership               Oregon                  300,000         300,000       1,381,000       1,825,000      419,000     1,406,000

Brantley                  Brantley,
Housing, Ltd.             Alabama                 108,000         108,000         572,000         706,000      178,000       528,000

Brian's Village
Apartments, an
Oklahoma
Limited                   Mannford,
Partnership.              Oklahoma                176,000         176,000         753,000         974,000      353,000       621,000

Candleridge
Apartments of             Perry,
Perry, L.P.               Iowa                     93,000          93,000         590,000         776,000      242,000       534,000

Candleridge
Apartments of             Runnells,
Runnells, L.P.            Iowa                     58,000          58,000         371,000         492,000      153,000       339,000


Casa Allegre
Limited                   Las Vegas,
Partnership               New Mexico              318,000         318,000       1,378,000       1,906,000      473,000     1,433,000

Castroville               Castroville,
Village, Ltd.             Texas                   165,000         165,000         944,000       1,150,000      210,000       940,000
</TABLE>

                                       51
<PAGE>

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                              ------------------------------------  ------------------------------------------------
                                                    As of March 31, 2001                            As of December 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>             <C>           <C>             <C>            <C>           <C>
Cherokee                  Rogersville,
Square, L.P.              Tennessee               202,000         202,000         973,000       1,225,000      452,000       773,000

Divall
Midland
Associates                Port
Limited                   Washington,
Partnership II            Wisconsin               234,000         234,000       1,153,000       1,533,000      543,000       990,000

Eclectic                  Eclectic,
Housing, Ltd.             Alabama                  74,000          74,000         409,000         500,000      132,000       368,000

Elizabeth
Square Associates,        Raceland,
Ltd.                      Louisiana               356,000         356,000       1,465,000       2,063,000      635,000     1,428,000

Emory Capital, L.P.       Emory, Texas             85,000          85,000         368,000         486,000      181,000       305,000

Emory Manor, L.P.         Emory, Texas            128,000         128,000         550,000         742,000      253,000       489,000

Idalou Manor, L.P.        Idalou, Texas           122,000         122,000         616,000         776,000      174,000       602,000

Jefferson                 Jefferson,
Capital, L.P.             Texas                   167,000         167,000         711,000         962,000      316,000       646,000

Jefferson                 Jefferson,
Manor, L.P.               Texas                   179,000         179,000         760,000       1,007,000      336,000       671,000
</TABLE>


                                       52
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>

                                              ------------------------------------  ------------------------------------------------
                                                    As of March 31, 2002                            As of December 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>               <C>             <C>            <C>             <C>            <C>           <C>
Lakeview
Limited                   Beaver Dam,
Partnership               Wisconsin               264,000         264,000       1,234,000       1,589,000      411,000     1,178,000

Littlefield               Littlefield,
Manor, L.P.               Texas                   117,000         117,000         592,000         746,000      170,000       576,000

Perry County              Uniontown,
Housing, Ltd.             Alabama                  82,000          82,000         437,000         527,000      135,000       392,000

Pine Hill                 Pine Hill,
Housing, Ltd.             Alabama                 105,000         105,000         559,000         680,000      166,000       514,000

Rociada                   Hereford,
Partners Ltd.             Texas                   154,000         154,000         727,000         922,000      239,000       683,000

Wadley                    Wadley,
Housing, Ltd.             Alabama                  76,000          76,000         437,000         527,000      132,000       395,000

Whitewater
Woods Limited             Whitewater,
Partnership               Wisconsin               301,000         301,000       1,290,000       1,692,000      444,000     1,248,000

Willcox
Investment
Group,
an Arizona
Limited                   Willcox,
Partnership               Arizona                 246,000         246,000       1,055,000       1,338,000      316,000     1,022,000
                                            --------------  -------------- --------------- --------------- ------------ ------------
                                            $   4,996,000   $   4,996,000  $   23,363,000  $   30,563,000 $  8,832,000  $ 21,731,000
                                            ==============  ============== =============== =============== ============ ============
</TABLE>


                                       53
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>

                                       ---------------------------------------------------------------------------------------------
                                                               For the year ended December 31, 2000
                                       ---------------------------------------------------------------------------------------------
                                                                                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             $ 162,000              $(71,000)                1990       Completed               27.5

Am-Kent Associates, Ltd.                       131,000               (66,000)                1991       Completed               27.5

Arizona I Limited Partnership                  157,000               (24,000)                1990       Completed                 35

Ashland Investment Group, an
Oregon Limited Partnership.                    165,000                 4,000                 1990       Completed                 50

Brantley Housing, Ltd.                          64,000                (3,000)                1992       Completed                 40

Brian's Village Apartments,
an Oklahoma Limited Partnership.               114,000               (24,000)                1990       Completed                 30

Candleridge Apartments of Perry, L.P.          121,000               (16,000)                1992       Completed               27.5

Candleridge Apartments of Runnells, L.P.        85,000               (10,000)                1992       Completed               27.5

Casa Allegre Limited Partnership               175,000                 2,000                 1990       Completed                 40

Castroville Village, Ltd.                      167,000                (3,000)                1991       Completed                 50

Cherokee Square, L.P.                           89,000               (27,000)                1990       Completed                 50

Divall Midland Associates
Limited Partnership II                         128,000               (45,000)                1990       Completed               27.5

Eclectic Housing, Ltd.                          47,000                (4,000)                1992       Completed                 40

Elizabeth Square Associates, Ltd.              165,000               (45,000)                1994       Completed               27.5

Emory Capital, L.P.                             54,000               (13,000)                1990       Completed               27.5
</TABLE>

                                       54
<PAGE>


WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>

                                       ---------------------------------------------------------------------------------------------
                                                               For the year ended December 31, 2000
                                       ---------------------------------------------------------------------------------------------
                                                                                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.                               80,000               (21,000)                1990       Completed                 30

Idalou Manor, L.P.                              82,000               (20,000)                1992       Completed                 40

Jefferson Capital, L.P.                         86,000               (12,000)                1990       Completed                 50

Jefferson Manor, L.P.                           96,000               (20,000)                1990       Completed                 50

Lakeview Limited Partnership                   144,000               (46,000)                1991       Completed                 35

Littlefield Manor, L.P.                         69,000               (28,000)                1991       Completed                 40

Perry County Housing, Ltd.                      44,000               (11,000)                1992       Completed                 40

Pine Hill Housing, Ltd.                         57,000               (12,000)                1992       Completed                 40

Rociada Partners Ltd.                          142,000               (20,000)                1990       Completed                 40

Wadley Housing, Ltd.                            48,000               (14,000)                1992       Completed                 40

Whitewater Woods
Limited Partnership                            171,000               (37,000)                1991       Completed                 35

Willcox Investment Group,
an Arizona Limited Partnership                 119,000               (21,000)                1990       Completed                 50
                                           ------------            -----------
                                           $ 2,962,000             $ (607,000)
                                           ============            ===========
</TABLE>




                                       55

<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:  June 24, 2003

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


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

Date:  June 24, 2003


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

Date:  June 24, 2003


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

Date:  June 24, 2003

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

Date:  June 24, 2003





                                       56

<PAGE>


                                 CERTIFICATIONS

     I,   Wilfred N. Cooper, Jr., certify that:

     1.   I have  reviewed  this  annual  report on Form 10-K of WNC HOUSING TAX
          CREDIT FUND II, L.P.;

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

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

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          (a)  designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          (c)  presented  in  this  annual  report  our  conclusions  about  the
               ffectiveness of the disclosure  controls and procedures  based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b) any fraud,  whether or not material,  that involves  management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          annual  report  whether  or not  there  were  significant  changes  in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

     Date:  June 24, 2003

     /s/  Wilfred N. Cooper, Jr.
     ---------------------------

     Chairman and Chief Executive Officer of WNC & Associates, Inc.

                                       57

<PAGE>


                                 CERTIFICATIONS

     I,   Thomas J. Riha, certify that:

     1.   I have  reviewed  this  annual  report on Form 10-K of WNC HOUSING TAX
          CREDIT FUND II, L.P.;

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

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

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          (a)  designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          (c)  presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b)  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          annual  report  whether  or not  there  were  significant  changes  in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

     Date:  June 24, 2003


     /s/  Thomas J. Riha
     -------------------
     Vice-President - Chief Financial Officer of WNC & Associates, Inc.


                                       58