WNC HOUSING TAX CREDIT FUND II LP - 10-K Annual Report

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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, 2002

OR

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

For the transition period from __________ to __________

Commission file number: 0-20057

WNC HOUSING TAX CREDIT FUND II, L.P.

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.

1

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.

INAPPLICABLE

DOCUMENTS INCORPORATED BY REFERENCE

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

NONE

2

PART I

Item 1. Business

Organization

WNC Housing Tax Credit Fund II, L.P. ("the Partnership") is a California limited
partnership formed under the laws of the State of California on January 19,
1990. The Partnership was formed to acquire limited partnership interests in
other limited partnerships 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 general partners of WNC Financial Group, L.P. are WNC &
Associates, Inc. ("Associates") and Wilfred N. Cooper, Sr. Wilfred N. Cooper,
Sr., through the Cooper Revocable Trust, owns 93.65% of the outstanding stock of
Associates. Wilfred N. Cooper, Jr., President of Associates, owns 3.01% 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 Complex") 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. The
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, as amended by Supplement No.1 through Supplement No.12 thereto (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

As of March 31, 2002, 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.

The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be 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 Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are subject to mortgage
indebtedness. If a Local Limited Partnership does not make its mortgage
payments, the lender could foreclose resulting in a loss of the Housing Complex
and Low Income Housing Credits. As a limited partner or non-managing member of
the Local Limited Partnerships, the Partnership will have very limited rights
with respect to management of the Local Limited Partnerships; and will rely
totally on the general partners or managing members of the Local Limited
Partnerships for management of the Local Limited Partnerships. The value of the
Partnership's investments will be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the Housing
Complexes and the Partnership. In addition, each Local Limited Partnership is
subject to risks relating to environmental hazards and natural disasters, which
might be uninsurable. Because the Partnership's operations will depend on these
and other factors beyond the control of the General Partner and the Local
General Partners, there can be no assurance that the anticipated Low Income
Housing Credits will be available to Limited Partners.

In addition, Limited Partners are subject to risks in that the rules governing
the Low Income Housing Credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the Low
Income Housing Credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All Partnership management
decisions are made by the General Partner.

As a limited partner or non-managing member, the Partnership's liability for
obligations of each Local Limited Partnership is limited to its investment. The
Local General Partners of each Local Limited Partnership retain responsibility
for developing, constructing, maintaining, operating and managing the Housing
Complexes.

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:

4

------------------------- -----------------------------------------------
As of March 31, 2002 As of December 31, 2001
------------------------- -----------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner In Local Limited Investment Number Housing Limited
Partnership Name Location Name Partnerships Paid to Date Of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Airport Road Clifford E. Olsen,
Associates, Slidell, Olsen Securities
Limited Louisiana Corporation $ 334,000 $ 334,000 40 97% $ 695,000 $ 1,441,000

Am-Kent Amite &
Associates, Kentwood, Olsen Securities
Ltd. Louisiana Corporation 232,000 232,000 32 100% 585,000 1,111,000

Western States Housing
Arizona I Limited Showlow, Corporation and Joe W.
Partnership Arizona Roberts Company 320,000 320,000 42 93% 617,000 1,477,000

Ashland Investment
Group, an Oregon Ashland, Ronald D.
Limited Partnership Oregon Bettencourt 300,000 300,000 40 97% 666,000 1,375,000

Brantley Thomas H. Cooksey and
Housing, Brantley, Apartment Developers,
Ltd. Alabama Inc. 108,000 108,000 19 79% 287,000 570,000

Brian's Village
Apartments, an Robert W. Green and
Oklahoma Limited Mannford, Emerald Development
Partnership. Oklahoma Co., Inc. 176,000 176,000 28 100% 374,000 751,000

Candleridge
Apartments of Perry,
Perry,L.P. Iowa Eric A Sheldahl 93,000 93,000 23 96% 224,000 587,000

Candleridge
Apartments of Runnells,
Runnells, L.P. Iowa Eric A. Sheldahl 58,000 58,000 15 93% 141,000 368,000

5

------------------------- -----------------------------------------------
As of March 31, 2002 As of December 31, 2001
------------------------- -----------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner In Local Limited Investment Number Housing Limited
Partnership Name Location Name Partnerships Paid to Date Of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Western States
Casa Allegre Housing Corporation,
Limited Las Vegas, ABO Corporation and
Partnership New Mexico Alan D. Nofsker 318,000 318,000 42 98% 635,000 1,368,000

Castroville Village, Castroville, Doublekaye Corp and
Ltd. Texas Gary L. Kersch 165,000 165,000 40 95% 426,000 938,000

Cherokee Square, Rogersville, Douglas B. Parker and
L.P. Tennessee Billy D. Cobb 202,000 202,000 31 94% 418,000 970,000

Divall Midland
Associates Limited Port Washington,
Partnership II Wisconsin Gary J. DiVall 234,000 234,000 32 88% 489,000 1,149,000

Eclectic Thomas H. Cooksey and
Housing, Eclectic, Apartment Developers,
Ltd. Alabama Inc. 74,000 74,000 15 100% 216,000 406,000

Elizabeth Square Raceland, Olsen Securities
Associates, Ltd. Louisiana Corp. 356,000 356,000 48 100% 748,000 1,459,000

Emory Capital, Emory, 1600 Capital Company,
L.P. Texas Inc. 85,000 85,000 16 94% 175,000 367,000

Emory Manor, Emory, 1600 Capital Company,
L.P. Texas Inc. 128,000 128,000 24 96% 206,000 548,000

Idalou Manor, Idalou, 1600 Capital Company,
L.P. Texas Inc. 122,000 122,000 24 100% 290,000 615,000

Jefferson Capital, Jefferson, 1600 Capital Company,
L.P. Texas Inc. 167,000 167,000 30 93% 269,000 709,000

6

------------------------- -----------------------------------------------
As of March 31, 2002 As of December 31, 2001
------------------------- -----------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner In Local Limited Investment Number Housing Limited
Partnership Name Location Name Partnerships Paid to Date Of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Jefferson Manor, Jefferson, 1600 Capital Company,
L.P. Texas Inc. 179,000 179,000 32 97% 362,000 758,000

Lakeview Limited Thomas G. Larson,
Limited Beaver Dam, William H. Larson, and
Partnership Wisconsin Raymond L. Tetzlaff 264,000 264,000 40 100% 528,000 1,231,000

Littlefield Manor, Littlefield, 1600 Capital Company,
L.P. Texas Inc. 117,000 117,000 24 100% 280,000 590,000

Perry County Thomas H. Cooksey and
Housing, Uniontown, Apartment Developers,
Ltd. Alabama Inc. 82,000 82,000 15 93% 215,000 436,000

Pine Hill Thomas H. Cooksey and
Housing, Pine Hill, Apartment Developers,
Ltd. Alabama Inc. 105,000 105,000 19 68% 267,000 556,000

Rociada Partners Hereford, Richard Lee (Rick)
Ltd. Texas Brown 154,000 154,000 28 89% 316,000 725,000

Wadley Thomas H. Cooksey and
Housing, Wadley, Apartment Developers,
Ltd Alabama Inc. 76,000 76,000 15 73% 213,000 436,000

Whitewater Woods Thomas G. Larson,
Limited Whitewater, William H. Larson, and
Partnership Wisconsin Raymond L. Tetzlaff 301,000 301,000 40 97% 603,000 1,287,000

Willcox Investment
Group, an Arizona Willcox,
Limited Partnership Arizona John P. Casper 246,000 246,000 30 97% 490,000 1,052,000
------------ ----------- ----- ---- ----------- ------------
$ 4,996,000 $ 4,996,000 784 90% $10,735,000 $ 23,280,000
============ =========== ===== ==== =========== ============

7

-----------------------------------------------------------------------
For the year ended December 31, 2001
-----------------------------------------------------------------------
Low Income Housing
Credits Allocated
Partnership Name Rental Income Net Income(Loss) to Partnership
- --------------------------------------------------------------------------------------------------------------------

Airport Road Associates, Limited $166,000 $ (65,000) 99%

Am-Kent Associates, Ltd. 137,000 (73,000) 99%

Arizona I Limited Partnership 165,000 (24,000) 99%

Ashland Investment Group, an
Oregon Limited Partnership 159,000 (7,000) 99%

Brantley Housing, Ltd. 63,000 (4,000) 99%

Brian's Village Apartments, an
Oklahoma Limited Partnership. 110,000 (24,000) 99%

Candleridge Apartments of
Perry, L.P. 124,000 (14,000) 99%

Candleridge Apartments of
Runnells, L.P. 90,000 (13,000) 99%

Casa Allegre Limited Partnership 171,000 (15,000) 99%

Castroville Village, Ltd. 162,000 (45,000) 99%

Cherokee Square, L.P. 89,000 (25,000) 99%

Divall Midland Associates
Limited Partnership II 129,000 (41,000) 99%

Eclectic Housing, Ltd. 48,000 (2,000) 99%

Elizabeth Square Associates,
Ltd. 170,000 (61,000) 99%

Emory Capital, L.P. 57,000 (5,000) 99%

Emory Manor, L.P. 81,000 (13,000) 99%

Idalou Manor, L.P. 83,000 (16,000) 99%

Jefferson Capital, L.P. 97,000 (2,000) 99%

Jefferson Manor, L.P. 98,000 (9,000) 99%

Lakeview Limited Partnership 152,000 (28,000) 99%

Littlefield Manor, L.P. 79,000 (12,000) 99%

8

-----------------------------------------------------------------------
For the year ended December 31, 2001
-----------------------------------------------------------------------
Low Income Housing
Credits Allocated
Partnership Name Rental Income Net Income(Loss) to Partnership
- --------------------------------------------------------------------------------------------------------------------

Perry County Housing, Ltd. 45,000 (11,000) 99%

Pine Hill Housing, Ltd. 59,000 (10,000) 99%

Rociada Partners Ltd. 139,000 (28,000) 99%

Wadley Housing, Ltd. 42,000 (18,000) 99%

Whitewater Woods Limited
Partnership 172,000 (35,000) 99%

Willcox Investment Group, an
Arizona Limited Partnership 116,000 (21,000) 99%
----------- ----------
$3,003,000 $(621,000)
=========== ==========

9

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, 2002, there were 583 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, 2002.

Item 5b.

NOT APPLICABLE

Item 6. Selected Financial Data

Selected balance sheet information for the Partnership is as follows:

March 31 December 31
-------------------------------------------------- ------------------------
2002 2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- ----------- -----------

ASSETS
Cash and cash
equivalents $ 127,554 $ 136,626 $ 150,827 $ 175,658 $ 175,192 $ 181,313
Investments in
limited
partnerships, net 418,246 622,522 1,049,680 1,460,945 1,533,952 1,828,770
----------- ----------- ----------- ----------- ----------- -----------
$ 545,800 $ 759,148 $ 1,200,507 $ 1,636,603 $ 1,709,144 $ 2,010,083
=========== =========== =========== =========== =========== ===========
LIABILITIES
Accrued fees and
expenses due to
general partner
and affiliates $ 1,473,564 $ 1,335,561 $ 1,194,613 $ 1,055,204 $ 1,019,071 $ 871,377

PARTNERS' (DEFICIT)
EQUITY (927,764 ) (576,413 ) 5,894 581,399 690,073 1,138,706
----------- ----------- ----------- ----------- ----------- -----------
$ 545,800 $ 759,148 $ 1,200,507 $ 1,636,603 $ 1,709,144 $ 2,010,083
=========== =========== =========== =========== =========== ===========

10

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

For the Years Ended For the Three Months For the Years Ended
March 31 Ended March 31 December 31
------------------------------------- ----------------------- ------------------------
2002 2001 2000 1999 1998 1998 1997
----------- ----------- ---------- ----------- ---------- ---------- -----------
(Unaudited

Loss from operations $ (163,302) (180,074) $ (190,926) $ (46,381) $ (40,643) $ (181,052) $ (173,718)
Equity in loss from
limited
partnerships (188,049) (402,233) (384,579) (62,293) (70,760) (267,581) (143,021)
----------- ----------- ---------- ----------- ----------- ---------- -----------

Net loss $ (351,351) (582,307) $ (575,505) $ (108,674) $ (111,403) $ (448,633) $ (316,739)
=========== =========== ========== =========== ========== ========== ===========
Net loss allocated to:
General partner $ (3,514) (5,823) $ (5,755) $ (1,087) $ (1,114) $ (4,486) $ (3,167)
=========== =========== ========== =========== ========== ========== ===========
Limited partners $ (347,837) (576,484) $ (569,750) $ (107,587) $ (110,289) $ (444,147) $ (313,572)

=========== =========== ========== =========== ========== ========== ==========
Net loss per limited
partner unit $ (49.69) (82.35) $ (81.39) $ (15.37) $ (15.76) $ (63.45) $ (44.80)
=========== =========== ========== =========== ========== ========== ==========
Outstanding
weighted limited
partner units 7,000 7,000 7,000 7,000 7,000 7,000 7,000
=========== =========== ========== =========== ========== ========== ===========

For the Years Ended For the Three Months For the Years Ended
March 31 Ended March 31 December 31
------------------------------------- ----------------------- ------------------------
2002 2001 2000 1999 1998 1998 1997
----------- ----------- ----------- ---------- ---------- ---------- -----------
(Unaudited

Net cash provided by
(used in):
Operating
activities $ (16,958) $ (17,774) $ (30,165) $ (4,910) $ 3,849 $ (12,006)$ (39,229)
Investing
activities 7,886 3,573 5,334 5,376 2,545 5,885 12,239
----------- ----------- ----------- ---------- ---------- ---------- -----------
Net change in cash
and cash equivalents (9,072) (14,201) (24,831) 466 6,394 (6,121) (26,990)

Cash and cash
equivalents,
beginning of period 136,626 150,827 175,658 175,192 181,313 181,313 208,303
----------- ----------- ----------- ---------- ---------- ---------- -----------
Cash and cash
equivalents, end of
period $ 127,554 $ 136,626 $ 150,827 $ 175,658 $ 187,707 $ 175,192 $ 181,313
=========== =========== =========== ========== ========== ========== ===========

Low Income Housing Credit per Unit was as follows for the year ended December31:

2002 2001 2000 1999 1998 1997
------------ ------------ --------------- ------------- -------------- -------------

Federal $ 54 $ 120 $ 145 $ 145 $ 145 $ 145
State - - - - - -
------------ ------------ --------------- ------------- -------------- -------------
Total $ 54 $ 120 $ 145 $ 145 $ 145 $ 145
============ ============ =============== ============= ============== =============

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

Financial Condition

The Partnership's assets at March 31, 2002 consisted primarily of $128,000 in
cash and aggregate investments in the twenty-seven Local Limited Partnerships of
$418,000. Liabilities at March 31, 2002 primarily consisted of $1,472,000 of
accrued annual management fees due to the General Partner.

11

Results of Operations

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.

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. The
Partnership's net loss for the year ended March 31,2001 was $(582,000),
reflecting an increase of $(7,000) from the net loss experienced for the year
ended March 31, 2000. The increase in net loss is primarily due to the increase
in the equity in losses from limited partnerships which increased by $(17,000)
to $(402,000) for the year ended March 31, 2001 from $(385,000) for the year
ended March 31, 2000 offset by a decrease in loss from operations which
decreased by $11,000 to $(180,000) for the year ended March 31, 2001 from
$(191,000) for the year ended March 31, 2000 due to lower operating expenses.

Cash Flows

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.

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. Net cash used
during the year ended March 31, 2001 was $(14,000), compared to net cash used
for the year ended March 31, 2000 of $(25,000). The change was due primarily to
a decrease in cash paid to the General Partner or affiliates.

During the years ended March 31, 2002, 2001 and 2000, accrued payables, which
consist primarily of related party management fees due to the General Partner,
increased by $138,000, $141,000 and $139,000, 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, 2002, to be sufficient to meet all currently foreseeable
future cash requirements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8. Financial Statements and Supplementary Data

12

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,
2002 and 2001, and the related statements of operations, partners' equity
(deficit) and cash flows for the years ended March 31, 2002, 2001 and 2000.
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 59% and 62%, of the total assets of the Partnership at March 31,
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, 2002 and 2001, and the results of its
operations and its cash flows for the years ended March 31, 2002, 2001 and 2000,
in conformity with accounting principles generally accepted in the United States
of America.

/s/BDO SEIDMAN, LLP
BDO SEIDMAN, LLP

Orange County, California
May 28, 2002

13

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

BALANCE SHEETS

March 31
------------------------------
2002 2001
-------------- -------------

ASSETS

Cash and cash equivalents $ 127,554 $ 136,626
Investments in limited partnerships, net (Notes 2 and 3) 418,246 622,522
-------------- -------------
$ 545,800 $ 759,148
============== =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Accrued fees and expenses due to General Partner and
affiliates (Note 3) $ 1,473,564 $ 1,335,561
-------------- -------------
Commitments and contingencies

Partners' equity (deficit):
General partner (68,820) (65,306)
Limited partners (12,000 units authorized; 7,000 units
issued and outstanding) (858,944) (511,107)
-------------- -------------
Total partners' equity (deficit) (927,764) (576,413)
-------------- -------------
$ 545,800 $ 759,148
============== =============

See accompanying notes to financial statements
14

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

STATEMENTS OF OPERATIONS

For the Years Ended
March 31
------------------------------------------------
2002 2001 2000
-------------- ------------- -------------

Interest income $ 3,192 $ 701 $ 5,418
Distribution income 12,032 5,549 2,500
Dividend income - 5,134 3,029
-------------- ------------- -------------
Total income 15,224 11,384 10,947
-------------- ------------- -------------
Operating expenses:
Amortization (Notes 2 and 3) 8,341 21,352 21,352
Asset management fees (Note 3) 144,902 144,904 144,902
Other 25,283 25,202 35,619
-------------- ------------- -------------
Total operating expenses 178,526 191,458 201,873
-------------- ------------- -------------
Loss from operations (163,302) (180,074) (190,926)

Equity in losses of limited
partnerships (Note 2) (188,049) (402,233) (384,579)
-------------- ------------- -------------
Net loss $ (351,351) $ (582,307) $ (575,505)
============== ============= =============
Net loss allocated to:
General partner $ (3,514) $ (5,823) $ (5,755)
============== ============= =============
Limited partners $ (347,837) $ (576,484) $ (569,750)
============== ============= =============
Net loss per limited partnership unit $ (49.69) $ (82.35) $ (81.39)
============== ============= =============
Outstanding weighted limited partner
units 7,000 7,000 7,000
============== ============= =============

See accompanying notes to financial statements
15

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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

For The Years Ended March 31, 2002, 2001 and 2000

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

Partners' equity (deficit) at March 31, 1999 $ (53,728) $ 635,127 $ 581,399

Net loss (5,755) (569,750) (575,505)
--------------- --------------- ---------------

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)
=============== =============== ===============

See accompanying notes to financial statements

16

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

STATEMENTS OF CASH FLOWS

For the Years Ended March 31
------------------------------------------------
2002 2001 2000
------------- -------------- -------------

Cash flows from operating activities:
Net loss $ (351,351) $ (582,307) $ (575,505)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization 8,341 21,352 21,352
Equity in losses of limited
partnerships 188,049 402,233 384,579
Increase in accrued fees and
expenses due to general partner
and affiliates 138,003 140,948 139,409
------------- -------------- -------------
Net cash used in operating activities (16,958) (17,774) (30,165)
------------- -------------- -------------
Cash flows from investing activities:
Distributions from limited
partnerships 7,886 3,573 5,334
------------- -------------- -------------
Net decrease in cash and
cash equivalents (9,072) (14,201) (24,831)

Cash and cash equivalents, beginning of
period 136,626 150,827 175,658
------------- -------------- -------------
Cash and cash equivalents, end of period $ 127,554 $ 136,626 $ 150,827
============= ============== =============
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION

Taxes paid $ 800 $ 800 $ 800
============= ============== =============

See accompanying notes to financial statements

17

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

NOTES TO FINANCIAL STATEMENTS

For The Years Ended March 31, 2002, 2001 and 2000

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 Complex") 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. WNC & Associates, Inc. ("WNC") and
Wilfred N. Cooper, Sr. are the partners of the General Partner. Wilfred N.
Cooper, Sr., through the Cooper Revocable Trust, owns 93.65% of the outstanding
stock of WNC. Wilfred N. Cooper, Jr., President of WNC, owns 3.01% of the
outstanding stock of WNC.

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.

18

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000

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

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

The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be 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 Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
Local Limited Partnerships. The value of the Partnership's investments will be
subject to changes in national and local economic conditions, including
unemployment conditions, which could adversely impact vacancy levels, rental
payment defaults and operating expenses. This, in turn, could substantially
increase the risk of operating losses for the Housing Complexes and the
Partnership. In addition, each Local Limited Partnership is subject to risks
relating to environmental hazards and natural disasters which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.

In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.

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 Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are 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).

Losses from Local Limited Partnerships for the years ended March 31, 2002, 2001
and 2000 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. Losses from Local Limited
Partnerships allocated to the Partnership are not recognized to the extent that
the investment balance would be adjusted below zero. As soon as the investment
balance reaches zero, amortization of the related costs of acquiring the
investment are accelerated to the extent of losses available (see Note 3).

19

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000

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. As of
March 31, 2002 and 2001, the Partnership had cash equivalents of $0 and
$129,950, respectively.

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

At March 31, 2002, 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 Pronouncement
- ----------------------------

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses accounting and financial reporting for the impairment or
disposal of long-lived assets. SFAS 144 is effective for fiscal years beginning
after December 15, 2001, and generally, is to be applied prospectively. The
Partnership has not yet completed its evaluation of the impact of SFAS 144 on
its financial position or results of operations.

20

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 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.

The Partnership's investment in Local Limited Partnerships shown in the balance
sheets at March 31, 2002 and 2001 are approximately $1,884,000 and $1,462,000,
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. Capitalized costs are being amortized over 30 years. 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 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 received by 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, 2002 and 2001, 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,
2002, 2001 and 2000 amounting to approximately $430,845, $209,414 and $373,135,
respectively, have not been recognized. As of March 31, 2002, the aggregate
share of net losses not recognized by the Partnership amounted to $1,681,940.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:

For the Years Ended March 31
-------------------------------------------------
2002 2001 2000
-------------- -------------- --------------

Investments per balance sheet, beginning of period $ 622,522 $ 1,049,680 $ 1,460,945
Equity in losses of limited partnerships (188,049) (402,233) (384,579)
Distributions received from limited partnerships (7,886) (3,573) (5,334)
Amortization of capitalized acquisition fees and costs (8,341) (21,352) (21,352)
-------------- -------------- --------------
Investments per balance sheet, end of period $ 418,246 $ 622,522 $ 1,049,680
============== ============== ==============

21

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

2001 2000
--------------- ---------------

ASSETS

Buildings and improvements, net of accumulated
depreciation as of December 31, 2001 and 2000 of
$9,667,000 and $8,832,000, respectively $ 19,603,000 $ 20,377,000
Land 1,354,000 1,354,000
Other assets 2,114,000 2,068,000
--------------- ---------------

$ 23,071,000 $ 23,799,000
=============== ===============

LIABILITIES

Mortgage loan payable $ 23,280,000 $ 23,363,000
Due to related parties 198,000 194,000
Other liabilities 388,000 375,000
--------------- ---------------

23,866,000 23,932,000
--------------- ---------------

PARTNERS' CAPITAL (DEFICIT)

WNC Housing Tax Credit Fund II, L.P. (1,466,000) (839,000)
Other partners 671,000 706,000
--------------- ---------------

(795,000) (133,000)
--------------- ---------------

$ 23,071,000 $ 23,799,000
=============== ===============

22

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000

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

COMBINED CONDENSED STATEMENTS OF OPERATIONS

2001 2000 1999
--------------- --------------- ---------------

Total revenues, including interest and rent
subsidies $ 3,117,000 $ 3,100,000 $ 2,958,000
--------------- --------------- ---------------

Expenses:
Operating expenses 2,223,000 2,160,000 2,035,000
Interest expense 679,000 696,000 619,000
Depreciation and amortization 836,000 851,000 1,044,000
--------------- --------------- ---------------

Total expenses 3,738,000 3,707,000 3,698,000
--------------- --------------- ---------------

Net loss $ (621,000) $ (607,000) $ (740,000)
=============== =============== ===============

Net loss allocable to the Partnership $ (615,000) $ (601,000) $ (733,000)
=============== =============== ===============

Net loss recorded by the Partnership $ (188,000) $ (402,000) $ (385,000)
=============== =============== ===============

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 $531,393 and $480,661 as of March 31, 2002
and 2001, respectively. Of the accumulated amortization recorded on the
balance sheet at March 31, 2001, $272,691 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 those Local Limited Partnerships which
would otherwise be below a zero balance. During the year ended March 31,
2002 an additional $42,391 was recognized under the same methodology.

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.

23

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000

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. Management fees of $144,902, $144,904 and $144,902 were incurred
during the years ended March 31, 2002, 2001 and 2000, respectively, of
which $5,250, $7,000 and $2,500 were paid during the years ended March 31,
2002, 2001 and 2000, 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
----------------------------------

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

Advances from WNC $ 1,365 $ 3,014

Asset management fee payable 1,472,199 1,332,547
--------------- ---------------

$ 1,473,564 $ 1,335,561
=============== ===============

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.

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.

24

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2002, 2001 and 2000

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

The following is a summary of the quarterly operations for the years ended March
31, 2002 and 2001:

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

2002
----

Income $ 1,000 $ 1,000 $ 1,000 $ -

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 income (loss) (59,000) (85,000) (51,000) (156,000)

Income (loss) available to
limited partner (58,000) (84,000) (50,000) (155,000)

Earnings (loss) per limited
partnership unit (8) (12) (17) (22)

2001
----

Income $ 2,000 $ 2,000 $ 1,000 $ 6,000

Operating expenses (45,000) (55,000) (46,000) (45,000)

Equity in losses of limited
partnerships (46,000) (44,000) (39,000) (273,000)

Net income (loss) (89,000) (97,000) (83,000) (313,000)

Income (loss) available to
limited partner (89,000) (96,000) (83,000) (308,000)

Earnings (loss) per limited
partnership unit (13) (14) (12) (44)

25

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

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

Directors and Executive Officers of WNC & Associates, Inc.

The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who serves
as Chairman of the Board, David N. Shafer, Wilfred N. Cooper, Jr. and Kay L.
Cooper. The principal shareholders of WNC & Associates, Inc. is a trust
established by Wilfred N. Cooper, Sr.

Wilfred N. Cooper, Sr., age 71, is the founder, Chief Executive Officer,
Chairman of the Board and a Director of WNC & Associates, Inc., a Director of
WNC Capital Corporation, and a general partner in some of the programs
previously sponsored by the Sponsor. Mr. Cooper has been involved in real estate
investment and acquisition activities since 1968. Previously, during 1970 and
1971, he was founder and principal of Creative Equity Development Corporation, a
predecessor of WNC & Associates, Inc., and of Creative Equity Corporation, a
real estate investment firm. For 12 years prior to 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. Mr. Cooper
is a Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

Wilfred N. Cooper, Jr., age 39, is President, Chief Operating Officer, a
Director and a member of the Acquisition Committee of WNC & Associates, Inc. He
is President of, and a registered principal with, WNC Capital Corporation, a
member firm of the NASD, and is a Director of WNC Management, Inc. He has been
involved in investment and acquisition activities with respect to real estate
since he joined the Sponsor in 1988. Prior to this, he served as Government
Affairs Assistant with Honda North America in Washington, D.C. Mr. Cooper is a
member of the Advisory Board for LIHC Monthly Report, a Director of NMHC and an
Alternate Director of NAHB. He graduated from The American University in 1985
with a Bachelor of Arts degree.

David N. Shafer, age 50, is Executive Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing 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.

26

Thomas J. Riha, age 47, became Chief Financial Officer effective January 2001.
Prior to his appointment as Chief Financial Officer he was Vice President -
Asset Management and a member of the Acquisition Committee of WNC & Associates,
Inc. and a Director and Chief Executive Officer of WNC Management, Inc. Mr. Riha
has been involved in acquisition and investment activities with respect to real
estate since 1979. Prior to joining the Sponsor in 1994, Mr. Riha was employed
by Trust Realty Advisor, a real estate acquisition and management company, last
serving as Vice President - Operations. 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.

Sy P. Garban, age 56, is Vice President - National Sales of WNC & Associates,
Inc. and has been employed by the Sponsor since 1989. Mr. Garban has been
involved in real estate investment activities since 1978. Prior to joining the
Sponsor he served as Executive Vice President of MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

Michael J. Gaber, age 36, is Vice President - Acquisitions and a member of the
Acquisitions Committee of WNC & Associates, Inc. Mr. Gaber has been involved in
real estate acquisition, valuation and investment activities since 1989 and has
been employed with WNC since 1997. Prior to joining WNC & Associates, Inc., he
was involved in the valuation and classification of major assets, restructuring
of debt and analysis of real estate taxes with the H.F. Ahmanson company, parent
to 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.

David Turek, age 47, is Vice President - Originations of WNC & Associates, Inc.
He has been involved with real estate investment and finance activities since
1976 and has been employed by WNC & Associates, Inc. since 1996. 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 1990 to 1995, he was involved in the development of
conventional and tax credit multi-family housing. He is a Director with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper, age 65, is a Director of WNC & Associates, Inc. Mrs. Cooper was
the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., and the mother of Wilfred N. Cooper, Jr. Ms. Cooper graduated from
the University of Southern California in 1958 with a Bachelor of Science degree.

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, $144,904 and $144,902 were incurred during the years ended March
31, 2002, 2001 and 2000, respectively. The Partnership paid the General
Partner or its affiliates $5,250, $7,000 and $2,500 of those fees during
the years ended March 31, 2002, 2001 and 2000, 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.
27

(c) Operating Expenses. The Partnership reimbursed the General Partner or its
affiliates for operating expenses of approximately $23,000, $6,000 and
$14,000 during the years ended March 31, 2002, 2001 and 2000, respectively.

(d) Interest in Partnership. The General Partners receive 1% of the
Partnership's allocated Low Income Housing Credits, which approximated
$4,000, $8,000 and $10,000 for the General Partners for the years ended
December 31, 2001, 2000 and 1999, 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

(a) 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.

(b) 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.

(c) Changes in Control
------------------

The management and control of the General Partner 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 and the General Partner's
interests in the Partnership, as discussed in Item 11 and in the notes to the
Partnership's financial statements.

28

PART IV.

Item 14. 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, 2002 and 2001
Statements of Operations for the years ended March 31, 2002, 2001
and 2000
Statements of Partners' Equity (Deficit) for the years ended March
31, 2002, 2001 and 2000
Statements of Cash Flows for the years ended March 31, 2002, 2001
and 2000
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 Amended and Restated Agreement of Limited Partnership of Cherokee
Square, L.P. filed as exhibit 10.4 on Form 10-K dated December 31, 1992
is hereby incorporated herein as exhibit 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.

29

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 Eclectric
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.

21.1 Financial Statements of Airport Road Associates, Limited as of and for
the years ended December 31, 2000 and 1999 together with independent
auditors' report thereon; a significant subsidiary of the partnership.

21.2 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 21.2 on form 10-K dated March 31, 2002; a
significant subsidiary of the partnership.

30

21.3 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 21.3 on form 10-K dated March 31, 2002; a
significant subsidiary of the partnership.

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

31

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 May 28, 2002, relating to the 2002,
2001 and 2000 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
BDO SEIDMAN, LLP

Orange County, California
May 28, 2002

32

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

-------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Airport Road Associates, Slidell,
Limited Louisiana $ 334,000 $ 334,000 $ 1,441,000 $1,858,000 $ 774,000 $ 1,084,000

Am-Kent Associates, Amite & 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, Ashland,
an Oregon Limited 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 Mannford,
Limited Partnership. Oklahoma 176,000 176,000 751,000 975,000 384,000 591,000

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

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

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

Castroville Castroville,
Village, Ltd. Texas 165,000 165,000 938,000 1,151,000 233,000 918,000

33

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

-------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

Jefferson Jefferson,
Manor, L.P. Texas 179,000 179,000 758,000 1,006,000 352,000 654,000

34

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

-------------------------------------- -------------------------------------------------
As of March 31, 2001 As of December 31, 2000
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

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

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

Willcox Investment 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
============== =========== ============= ============ ============ ============

35

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

--------------------------------------------------------------------------------------
For the year ended December 31, 2001
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Income(Loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

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

36

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

--------------------------------------------------------------------------------------
For the year ended December 31, 2001
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Income(Loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

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)
=========== ==========

37

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

-------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Airport Road Associates, Slidell,
Limited Louisiana $ 334,000 $ 334,000 $ 1,444,000 $1,858,000 $ 709,000 $ 1,149,000

Am-Kent Associates, Amite & 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, Ashland,
an Oregon Limited 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 Mannford,
Limited Partnership. Oklahoma 176,000 176,000 753,000 974,000 353,000 621,000

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

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

Casa Allegre Las Vegas,
Limited 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

38

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

-------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
-----------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Rogersville,
Cherokee Square, Tennessee 202,000 202,000 973,000 1,225,000 452,000 773,000
L.P.

Divall Midland Port
Associates Limited Washington,
Partnership II Wisconsin 234,000 234,000 1,153,000 1,553,000 543,000 990,000

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

Elizabeth Square Raceland,
Associates, 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

39

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

-------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

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

Whitewater Woods Whitewater,
Limited 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
============== =========== ============= ============ ============ ============

40

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

--------------------------------------------------------------------------------------
For the year ended December 31, 1999
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Income(Loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

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

41

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

--------------------------------------------------------------------------------------
For the year ended December 31, 1999
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Income(Loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

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)
=========== ==========

42

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000

-------------------------------------- --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
-----------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Airport Road Associates, Slidell,
Limited Louisiana $ 334,000 $ 334,000 $ 1,447,000 $1,858,000 $ 645,000 $ 1,213,000

Am-Kent Associates, Amite & Kentwood,
Ltd. Louisiana 232,000 232,000 1,117,000 1,586,000 480,000 1,106,000

Arizona I Limited Showlow,
Partnership Arizona 320,000 320,000 1,484,000 1,967,000 471,000 1,496,000

Ashland Investment Group, Ashland,
an Oregon Limited Partnership Oregon 300,000 300,000 1,385,000 1,824,000 385,000 1,439,000

Brantley Brantley,
Housing, Ltd. Alabama 108,000 108,000 573,000 703,000 158,000 545,000

Brian's Village
Apartments,an Oklahoma Mannford,
Limited Partnership. Oklahoma 176,000 176,000 755,000 974,000 322,000 652,000

Candleridge Apartments
of Perry, L.P. Perry, Iowa 93,000 93,000 593,000 769,000 209,000 560,000

Candleridge Apartments Runnells,
of Runnells, L.P. Iowa 58,000 58,000 374,000 486,000 132,000 354,000

Casa Allegre Las Vegas,
Limited Partnership New Mexico 318,000 318,000 1,386,000 1,878,000 423,000 1,455,000

Castroville Castroville,
Village, Ltd. Texas 165,000 165,000 950,000 1,150,000 187,000 963,000

43

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000

-------------------------------------- --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Rogersville,
Cherokee Square, Tennessee 202,000 202,000 976,000 1,225,000 417,000 808,000
L.P.

Divall Midland Port
Associates Limited Washington,
Partnership II Wisconsin 234,000 234,000 1,156,000 1,514,000 483,000 1,031,000

Eclectic Eclectic,
Housing, Ltd. Alabama 74,000 74,000 411,000 500,000 122,000 378,000

Elizabeth Square Raceland,
Associates, Ltd. Louisiana 356,000 356,000 1,471,000 2,063,000 561,000 1,502,000

Emory Capital, L.P. Emory, Texas 85,000 85,000 369,000 486,000 168,000 318,000

Emory Manor, L.P. Emory, Texas 128,000 128,000 551,000 742,000 235,000 507,000

Idalou Manor, L.P. Idalou, Texas 122,000 122,000 616,000 776,000 155,000 621,000

Jefferson Jefferson,
Capital, L.P. Texas 167,000 167,000 713,000 962,000 301,000 661,000

Jefferson Jefferson,
Manor, L.P. Texas 179,000 179,000 762,000 1,005,000 320,000 685,000

44

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000

-------------------------------------- --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances
in Local Limited Investment of Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Lakeview Limited Beaver Dam,
Partnership Wisconsin 264,000 264,000 1,240,000 1,589,000 368,000 1,221,000

Littlefield Littlefield,
Manor, L.P. Texas 117,000 117,000 593,000 745,000 151,000 594,000

Perry County Uniontown,
Housing, Ltd. Alabama 82,000 82,000 438,000 524,000 121,000 403,000

Pine Hill Pine Hill,
Housing, Ltd. Alabama 105,000 105,000 561,000 675,000 145,000 530,000

Rociada Hereford,
Partners Ltd. Texas 154,000 154,000 729,000 922,000 217,000 705,000

Wadley Housing, Wadley,
Ltd. Alabama 76,000 76,000 439,000 521,000 117,000 404,000

Whitewater Woods Whitewater,
Limited Partnership Wisconsin 301,000 301,000 1,294,000 1,692,000 398,000 1,294,000

Willcox Investment Group,
an Arizona Limited Willcox,
Partnership Arizona 246,000 246,000 1,058,000 1,338,000 290,000 1,048,000
-------------- ----------- ------------- ------------ ------------ ------------
$ 4,996,000 $ 4,996,000 $ 23,441,000 $ 30,474,000 $ 7,981,000 $ 22,493,000
============== =========== ============= ============ ============ ============

45

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000

--------------------------------------------------------------------------------------
For the year ended December 31, 1999
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Income(Loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Airport Road Associates, Limited $ 162,000 $(52,000) 1990 Completed 27.5

Am-Kent Associates, Ltd. 124,000 (38,000) 1991 Completed 27.5

Arizona I Limited Partnership 149,000 (36,000) 1990 Completed 35

Ashland Investment Group,
an Oregon Limited Partnership. 172,000 (4,000) 1990 Completed 50

Brantley Housing, Ltd. 60,000 (8,000) 1992 Completed 40

Brian's Village Apartments,
an Oklahoma Limited Partnership. 103,000 (20,000) 1990 Completed 30

Candleridge Apartments
of Perry, L.P. 118,000 (16,000) 1992 Completed 27.5

Candleridge Apartments
of Runnells, L.P. 86,000 (8,000) 1992 Completed 27.5

Casa Allegre Limited Partnership 174,000 (6,000) 1990 Completed 40

Castroville Village, Ltd. 154,000 (5,000) 1991 Completed 50

Cherokee Square, L.P. 90,000 (202,000) 1990 Completed 50

Divall Midland Associates
Limited Partnership II 128,000 (37,000) 1990 Completed 27.5

Eclectic Housing, Ltd. 46,000 (4,000) 1992 Completed 40

Elizabeth Square Associates, Ltd. 162,000 (51,000) 1994 Completed 27.5

Emory Capital, L.P. 52,000 (16,000) 1990 Completed 27.5

46

WNC Housing Tax Credit Fund II
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000

--------------------------------------------------------------------------------------
For the year ended December 31, 1999
--------------------------------------------------------------------------------------
Year Investment Estimated Useful
Partnership Name Rental Income Net Income(Loss) Acquired Status Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Emory Manor, L.P. 81,000 (10,000) 1990 Completed 30

Idalou Manor, L.P. 81,000 (5,000) 1992 Completed 40

Jefferson Capital, L.P. 82,000 (21,000) 1990 Completed 50

Jefferson Manor, L.P. 85,000 (27,000) 1990 Completed 50

Lakeview Limited Partnership 141,000 (43,000) 1991 Completed 35

Littlefield Manor, L.P. 71,000 (6,000) 1991 Completed 40

Perry County Housing, Ltd. 49,000 (10,000) 1992 Completed 40

Pine Hill Housing, Ltd. 60,000 (16,000) 1992 Completed 40

Rociada Partners Ltd. 94,000 (18,000) 1990 Completed 40

Wadley Housing, Ltd. 51,000 (5,000) 1992 Completed 40

Whitewater Woods Limited Partnership 151,000 (46,000) 1991 Completed 35

Willcox Investment Group,
an Arizona Limited Partnership 116,000 (30,000) 1990 Completed 50
----------- ----------
$ 2,842,000 $ (740,000)
=========== ==========

47

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

WNC HOUSING TAX CREDIT FUND II, L.P.

By: WNC Financial Group, L.P. General Partner of the Registrant
By: WNC & Associates, Inc. General Partner of WNC Financial Group, L.P.

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

Date: JUNE 06, 2002

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

Date: JUNE 06, 2002

By: /s/ Wilfred N. Cooper, Sr.
--------------------------
Wilfred N. Cooper, Sr., General Partner

Date: JUNE 11, 2002

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, Sr.
--------------------------
Wilfred N. Cooper, Sr., Chairman of the Board of WNC & Associates, Inc.

Date: JUNE 11, 2002

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

Date: JUNE 11, 2002