content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM 8-K
  
                               ----------------------
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
  
          Date of Report (Date of earliest event reported): March 27, 2008
                                                            --------------
  
  
                        WNC HOUSING TAX CREDIT FUND II, L.P.
  --------------------------------------------------------------------------------
               (Exact name of registrant as Specified in its Charter)
  
  
        California                     0-20057                    33-0391979
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission               (IRS Employer
   of incorporation)                  File Number)             Identification No.)
  
  
             17782 Sky Park Circle, Irvine, California             92614
  --------------------------------------------------------------------------------
              (Address of principal executive offices)           (Zip Code)
  
  
         Registrant's telephone number, including area code: (714) 662-5565
                                                             --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
  
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  
  [ ]     Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)
  [X]     Soliciting material pursuant to Rule 14a-12 under the Securities Act
          (17 CFR 240.14a-12)
  [ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))
  [ ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))
  
  
  
  
  
  
  <PAGE>
  
  Item 8.01.  Other Events
  
           On March 27, 2008, WNC Housing Tax Credit Fund II, L.P. mailed a letter
  to its limited partners regarding the dissemination of definitive consent
  solicitation materials. The letter which is attached hereto as Exhibit 99.1 to
  this current report is incorporated by reference.
  
  Item 9.01.  Financial Statements and Exhibits
  
    Exhibits
  
          Exhibit No.     Description
          -----------     -----------
  
             99.1         Letter to limited partners mailed on March 27, 2008
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         2
  <PAGE>
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Date: March 27, 2008          WNC HOUSING TAX CREDIT FUND II, L.P.
  
                                By:    WNC Financial Group, L.P.,
                                       General Partner
  
                                       By:    WNC &  Associates, Inc.,
                                              General Partner
  
                                              By: /s/ THOMAS J. RIHA
                                                  -------------------
                                                  Thomas J. Riha,
                                                  Senior Vice President - Chief
                                                  Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         3
  <PAGE>
  
  
  
  
                                    EXHIBIT INDEX
  
          Exhibit No.     Description
          -----------     -----------
  
             99.1         Letter to limited partners mailed on March 27, 2008
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nat28k.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 4164}]
metadata_filer: {"company-data": {"conformed-name": "WNC HOUSING TAX CREDIT FUND II LP", "cik": "0000860331", "assigned-sic": "6513", "irs-number": "330391979", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20057", "film-number": "08713936"}, "business-address": {"street1": "17782 SKY PARK CIRCLE", "city": "IRVINE", "state": "CA", "zip": "92614-6404", "phone": "7146625565"}, "mail-address": {"street1": "17782 SKY PARK CIRCLE", "city": "IRVINE", "state": "CA", "zip": "92614-6404"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM 8-K
  
                               ----------------------
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported): March 27, 2008
                                                            --------------
  
                        WNC HOUSING TAX CREDIT FUND II, L.P.
  --------------------------------------------------------------------------------
               (Exact name of registrant as Specified in its Charter)
  
        California                     0-20057                    33-0391979
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission               (IRS Employer
   of incorporation)                  File Number)             Identification No.)
  
             17782 Sky Park Circle, Irvine, California             92614
  --------------------------------------------------------------------------------
              (Address of principal executive offices)           (Zip Code)
  
         Registrant's telephone number, including area code: (714) 662-5565
                                                             --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  [ ]     Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)
  [X]     Soliciting material pursuant to Rule 14a-12 under the Securities Act
          (17 CFR 240.14a-12)
  [ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))
  [ ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))
  Item 8.01.  Other Events
  
           On March 27, 2008, WNC Housing Tax Credit Fund II, L.P. mailed a letter
  to its limited partners regarding the dissemination of definitive consent
  solicitation materials. The letter which is attached hereto as Exhibit 99.1 to
  this current report is incorporated by reference.
  
  Item 9.01.  Financial Statements and Exhibits
  
    Exhibits
  
          Exhibit No.     Description
          -----------     -----------
  
             99.1         Letter to limited partners mailed on March 27, 2008
  
                                         2
  SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Date: March 27, 2008          WNC HOUSING TAX CREDIT FUND II, L.P.
  
                                By:    WNC Financial Group, L.P.,
                                       General Partner
  
                                       By:    WNC &  Associates, Inc.,
                                              General Partner
  
                                              By: /s/ THOMAS J. RIHA
                                                  -------------------
                                                  Thomas J. Riha,
                                                  Senior Vice President - Chief
                                                  Financial Officer
  
                                         3
  EXHIBIT INDEX
  
          Exhibit No.     Description
          -----------     -----------
  
             99.1         Letter to limited partners mailed on March 27, 2008
  
                                         4